Read the full stored bill text
Senate
File
479
-
Introduced
SENATE
FILE
479
BY
TRONE
GARRIOTT
A
BILL
FOR
An
Act
relating
to
documents
filed
with
the
secretary
of
state
1
by
business
entities,
including
by
authorizing
the
secretary
2
of
state
to
refuse
to
file
documents
or
remove
information
3
from
documents.
4
BE
IT
ENACTED
BY
THE
GENERAL
ASSEMBLY
OF
THE
STATE
OF
IOWA:
5
TLSB
1713XS
(2)
91
da/jh
S.F.
479
DIVISION
I
1
DOCUMENT
FILINGS
——
GENERAL
2
Section
1.
Section
9.11,
subsection
1,
unnumbered
paragraph
3
1,
Code
2025,
is
amended
to
read
as
follows:
4
“Document”
means
a
document
or
record
for
filing
by
the
5
secretary
as
provided
in
the
relevant
filing
statute
as
6
follows:
7
Sec.
2.
Section
9.11,
subsection
1,
paragraph
h,
Code
2025,
8
is
amended
to
read
as
follows:
9
h.
Chapter
501A
,
including
as
provided
in
section
501A.201A
10
501.201
,
and
as
stated
in
section
501A.205
or
as
otherwise
11
described
in
sections
501A.231
,
501A.302
,
501A.1101
,
and
12
501A.1104
.
13
Sec.
3.
Section
9.14,
subsection
4,
paragraph
b,
unnumbered
14
paragraph
1,
Code
2025,
is
amended
to
read
as
follows:
15
The
secretary
of
state
is
not
required
to
provide
a
four-day
16
or
more
period
of
service.
17
DIVISION
II
18
DOCUMENT
FILINGS
——
PARTNERSHIPS
19
Sec.
4.
Section
486A.101,
subsection
13,
Code
2025,
is
20
amended
to
read
as
follows:
21
13.
“Statement”
means
a
statement
of
partnership
authority
22
under
section
486A.303
,
a
statement
of
denial
under
section
23
486A.304
,
a
statement
of
dissociation
under
section
486A.704
,
a
24
statement
of
dissolution
under
section
486A.805
,
a
statement
25
of
merger
under
section
486A.907
,
a
statement
of
qualification
26
under
section
486A.1001
,
a
statement
of
foreign
qualification
27
under
section
486A.1102
,
a
statement
to
remove
unauthorized
use
28
information
under
sections
486A.1206A
through
486A.1206D,
or
an
29
amendment
or
cancellation
of
any
of
the
foregoing.
30
Sec.
5.
Section
486A.1204,
Code
2025,
is
amended
by
adding
31
the
following
new
subsection:
32
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
provide
a
33
separate
procedure
for
correcting
an
incorrect
statement
in
a
34
registered
filing
that
has
been
removed
by
the
secretary
of
35
-1-
LSB
1713XS
(2)
91
da/jh
1/
50
S.F.
479
state
pursuant
to
section
486A.1206C.
1
Sec.
6.
Section
486A.1205,
Code
2025,
is
amended
by
adding
2
the
following
new
subsection:
3
NEW
SUBSECTION
.
2A.
a.
The
secretary
of
state
shall
refuse
4
to
file
a
document,
if
the
secretary
of
state
determines
that
5
any
of
the
following
may
apply:
6
(1)
The
document
is
materially
false
or
fraudulent.
7
(2)
The
document
may
be
used
to
accomplish
a
fraudulent,
8
criminal,
or
otherwise
unlawful
purpose.
9
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
10
of
state
to
inspect,
evaluate,
or
investigate
a
document
that
11
is
presented
for
filing.
12
Sec.
7.
Section
486A.1205,
subsection
4,
Code
2025,
is
13
amended
to
read
as
follows:
14
4.
a.
The
secretary
of
state’s
duty
to
file
documents
under
15
this
section
is
ministerial.
Filing
or
refusing
to
file
a
16
document
does
not
do
any
of
the
following:
17
a.
(1)
Affect
the
validity
or
invalidity
of
the
document
18
in
whole
or
part.
19
b.
(2)
Relate
to
the
correctness
or
incorrectness
of
20
information
contained
in
the
document.
21
c.
(3)
Create
a
presumption
that
the
document
is
valid
22
or
invalid
or
that
information
contained
in
the
document
is
23
correct
or
incorrect.
24
b.
Paragraph
“a”
does
not
apply
to
the
secretary
of
state’s
25
refusal
to
file
a
document
under
subsection
2A.
26
Sec.
8.
NEW
SECTION
.
486A.1206A
Registered
filing
——
27
general.
28
1.
As
used
in
sections
486A.1206B
through
486A.1206D,
29
“registered
filing”
means
a
document
that
includes
identifying
30
information
regarding
a
registered
agent,
registered
office,
31
or
chief
executive
office,
including
as
provided
or
described
32
in
sections
486A.303,
486A.1001,
486A.1102,
486A.1212,
and
33
486A.1213.
34
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
35
-2-
LSB
1713XS
(2)
91
da/jh
2/
50
S.F.
479
of
state
deems
necessary
or
desirable
to
administer
this
1
section,
and
sections
486A.1206B
through
486A.1206D.
2
3.
The
secretary
of
state
shall
produce
and
publish
one
3
or
more
forms
as
the
secretary
of
state
deems
necessary
or
4
desirable
to
administer
this
section,
and
sections
486A.1206B
5
through
486A.1206D.
6
4.
This
section,
and
sections
486A.1206B
through
7
486A.1206D,
do
not
create
a
duty
upon
the
secretary
of
state
to
8
inspect,
evaluate,
or
investigate
a
record
that
is
presented
9
for
filing
until
the
record
is
identified
in
a
notarized
10
affidavit
to
remove
unauthorized
use
information
delivered
to
11
the
secretary
of
state.
12
Sec.
9.
NEW
SECTION
.
486A.1206B
Registered
filing
——
13
notarized
affidavit.
14
1.
The
secretary
of
state
shall
conduct
an
administrative
15
review
of
a
notarized
affidavit
to
remove
unauthorized
use
16
information
from
a
registered
filing.
The
affiant
shall
swear
17
to
all
of
the
following:
18
a.
The
registered
filing
contains
information
identifying
19
any
of
the
following:
20
(1)
The
affiant
as
a
registered
agent.
21
(2)
The
affiant’s
mailing
address
as
the
mailing
address
22
of
a
registered
agent,
registered
office,
or
chief
executive
23
office.
24
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
25
mail
address
of
a
registered
agent,
registered
office,
or
chief
26
executive
office.
27
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
28
authorized
the
use
of
information
described
in
paragraph
“a”
.
29
2.
A
notarized
affidavit
for
unauthorized
use
information
30
must
include
facts
required
by
the
secretary
of
state
including
31
all
of
the
following:
32
a.
Information
identifying
the
affiant,
which
shall
at
least
33
include
all
of
the
following:
34
(1)
The
affiant’s
legal
name.
35
-3-
LSB
1713XS
(2)
91
da/jh
3/
50
S.F.
479
(2)
The
affiant’s
mailing
address,
and
electronic
mail
1
address,
if
any.
2
b.
Information
in
the
registered
filing
alleged
to
3
include
unauthorized
use
of
information,
including
all
of
the
4
following:
5
(1)
The
legal
name
of
the
partnership
or
foreign
6
partnership,
including
a
limited
liability
partnership
subject
7
to
section
486A.1102.
8
(2)
The
number
assigned
by
the
secretary
of
state
to
the
9
registered
filing
that
includes
alleged
unauthorized
use
10
information.
11
(3)
A
description
of
the
alleged
unauthorized
use
12
information.
13
Sec.
10.
NEW
SECTION
.
486A.1206C
Registered
filing
——
14
notarized
affidavit
and
filed
statement.
15
1.
a.
The
secretary
of
state
shall
reject
a
notarized
16
affidavit
to
remove
unauthorized
use
information
from
a
17
registered
filing,
if
the
secretary
of
state
reasonably
18
determines
that
any
of
the
following
apply:
19
(1)
The
notarized
affidavit
is
illegible,
incomplete,
20
misleading,
or
includes
factual
errors.
21
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
22
defraud
a
person,
including
the
filer
of
the
record
or
a
person
23
named
in
the
filed
record.
24
b.
The
secretary
of
state’s
rejection
of
a
notarized
25
affidavit
to
remove
unauthorized
use
information
under
26
paragraph
“a”
constitutes
final
agency
action
without
further
27
judicial
review
under
section
17A.19.
28
2.
The
secretary
of
state
shall
promptly
file
a
statement
29
to
remove
unauthorized
use
information
if
the
secretary
30
of
state
determines
that
the
allegations
in
the
notarized
31
affidavit
for
unauthorized
use
information
are
true.
Upon
32
filing
the
statement,
the
secretary
of
state
shall
do
all
of
33
the
following:
34
a.
Remove
unauthorized
use
information
from
the
registered
35
-4-
LSB
1713XS
(2)
91
da/jh
4/
50
S.F.
479
filings.
1
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
2
unauthorized
use
information
to
the
partnership
or
foreign
3
partnership.
The
notice
shall
do
the
following:
4
(a)
Identify
the
unauthorized
use
information
included
in
5
the
registered
filings.
6
(b)
State
the
consequences
of
not
complying
with
the
7
requirements
of
the
relevant
registered
filing
statutes.
8
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
9
for
service
of
process
in
this
state.
10
(2)
If
the
secretary
of
state
determines
that
it
is
not
11
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
12
publish
the
notice
on
its
internet
site.
13
3.
The
secretary
of
state
may
allow
a
partnership,
or
14
foreign
partnership,
to
correct
a
registered
filing
under
15
section
486A.1204,
if
the
secretary
of
state
determines
that
16
the
unauthorized
use
information
was
mistakenly
included
in
the
17
registered
filing.
18
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
19
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
20
unauthorized
use
information,
filing
a
statement
to
remove
21
unauthorized
use
information,
or
for
removing
unauthorized
use
22
information
from
any
registered
filing.
23
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
24
a
registered
filing
that
includes
unauthorized
use
information
25
that
has
been
removed
as
unauthorized
use
information.
26
5.
The
secretary
of
state
may
act
as
an
agent
of
the
limited
27
liability
partnership
or
foreign
limited
liability,
and
the
28
office
of
secretary
of
state
may
act
as
a
registered
office
for
29
the
limited
liability
partnership
or
foreign
limited
liability
30
partnership,
as
provided
in
section
486A.1214A.
31
Sec.
11.
NEW
SECTION
.
486A.1206D
Registered
filing
——
32
appeal.
33
1.
The
secretary
of
state’s
filing
of
a
statement
to
34
remove
unauthorized
use
information
from
a
registered
filing
35
-5-
LSB
1713XS
(2)
91
da/jh
5/
50
S.F.
479
under
section
486A.1206C
constitutes
final
agency
action.
A
1
partnership
or
a
foreign
partnership
may
appeal
the
action
2
within
thirty
days
after
the
secretary
of
state
delivers
to
the
3
partnership
or
foreign
partnership
the
notice
of
the
statement
4
or
alternatively
publishes
the
notice
on
its
internet
site.
5
The
appeal
shall
be
heard
by
the
district
court
for
the
county
6
in
which
the
chief
executive
office
of
the
partnership,
or
a
7
foreign
partnership,
is
located
or,
if
none
is
located
in
this
8
state,
for
the
county
in
which
its
registered
office
is
or
will
9
be
located.
The
appeal
is
commenced
by
petitioning
the
court
10
to
terminate
the
statement
and
restore
the
removed
information.
11
A
copy
of
the
statement
shall
be
attached
to
the
petition.
12
2.
The
court
may
summarily
deny
the
petition,
order
the
13
secretary
of
state
to
terminate
the
statement
and
restore
the
14
removed
information,
or
take
other
action
the
court
considers
15
appropriate.
16
3.
The
court’s
final
decision
may
be
appealed
as
in
other
17
civil
proceedings.
18
Sec.
12.
NEW
SECTION
.
486A.1214A
Service
of
process
by
19
secretary
of
state
——
removal
of
unauthorized
use
information.
20
If
the
secretary
of
state’s
removal
of
unauthorized
use
21
information
under
section
486A.1206C
would
prohibit
a
person
22
from
serving
any
process,
notice,
or
demand
required
or
23
permitted
by
law,
the
partnership
or
foreign
partnership
shall
24
be
deemed
to
have
failed
to
appoint
or
maintain
a
registered
25
agent
or
maintain
a
registered
office.
Until
the
registered
26
agent
or
registered
office
is
changed
as
provided
in
section
27
486A.1212,
the
secretary
of
state
shall
act
as
the
registered
28
agent,
and
the
secretary
of
state’s
office
shall
act
as
the
29
registered
office,
for
the
partnership
or
foreign
partnership.
30
DIVISION
III
31
RECORD
FILINGS
——
LIMITED
PARTNERSHIPS
32
Sec.
13.
Section
488.117A,
subsection
1,
paragraph
p,
Code
33
2025,
is
amended
to
read
as
follows:
34
p.
Any
other
document
record
required
or
35
-6-
LSB
1713XS
(2)
91
da/jh
6/
50
S.F.
479
permitted
to
be
filed
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
1
Sec.
14.
Section
488.117A,
subsection
3,
unnumbered
2
paragraph
1,
Code
2025,
is
amended
to
read
as
follows:
3
The
secretary
of
state
shall
collect
the
following
fees
4
for
copying
and
certifying
the
copy
of
any
filed
document
5
record
relating
to
a
limited
partnership
or
foreign
limited
6
partnership:
7
Sec.
15.
NEW
SECTION
.
488.117B
Service
of
process
by
8
secretary
of
state
——
removal
of
unauthorized
use
information.
9
If
the
secretary
of
state’s
removal
of
unauthorized
use
10
information
would
prohibit
a
person
from
serving
any
process,
11
notice,
or
demand
required
or
permitted
by
law,
the
limited
12
partnership
or
foreign
limited
partnership
shall
be
deemed
13
to
have
failed
to
appoint
or
maintain
a
registered
agent
or
14
maintain
a
registered
office.
Until
the
registered
agent
15
or
registered
office
is
changed
as
provided
in
section
16
488.115,
the
secretary
of
state
shall
act
as
the
registered
17
agent,
and
the
office
of
secretary
of
state
shall
act
as
the
18
registered
office
of
the
limited
partnership
or
foreign
limited
19
partnership.
20
Sec.
16.
Section
488.206,
subsection
1,
unnumbered
21
paragraph
1,
Code
2025,
is
amended
to
read
as
follows:
22
A
record
authorized
or
required
to
be
delivered
to
the
23
secretary
of
state
for
filing
under
this
chapter
must
be
24
captioned
to
describe
the
record’s
purpose,
contain
the
25
information
required
by
this
chapter
but
may
include
other
26
information
as
well,
and
be
in
a
medium
permitted
by
the
27
secretary
of
state.
The
document
record
must
be
typewritten
or
28
printed.
If
the
document
record
is
electronically
transmitted,
29
it
must
be
in
a
format
that
can
be
retrieved
or
reproduced
in
30
typewritten
or
printed
form.
The
document
must
be
delivered
31
to
the
office
of
the
secretary
of
state
for
filing.
Delivery
32
may
be
made
by
electronic
transmission
if
and
to
the
extent
33
permitted
by
the
secretary
of
state.
The
secretary
of
state
34
may
adopt
rules
for
the
electronic
filing
of
documents
and
35
-7-
LSB
1713XS
(2)
91
da/jh
7/
50
S.F.
479
the
certification
of
electronically
filed
documents.
If
it
1
is
filed
in
typewritten
or
printed
form
and
not
transmitted
2
electronically,
the
secretary
of
state
may
require
an
exact
3
or
conformed
copy
to
be
delivered
with
the
document
record
.
4
Unless
the
secretary
of
state
determines
that
a
record
does
not
5
comply
with
the
filing
requirements
of
this
chapter
,
and
if
all
6
filing
fees
have
been
paid,
the
secretary
of
state
shall
file
7
the
record
and
perform
all
of
the
following:
8
Sec.
17.
Section
488.206,
Code
2025,
is
amended
by
adding
9
the
following
new
subsection:
10
NEW
SUBSECTION
.
3A.
a.
The
secretary
of
state
shall
refuse
11
to
file
a
record,
if
the
secretary
reasonably
determines
that
12
any
of
the
following
may
apply:
13
(1)
The
record
is
materially
false
or
fraudulent.
14
(2)
The
record
may
be
used
to
accomplish
a
fraudulent,
15
criminal,
or
otherwise
unlawful
purpose.
16
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
17
of
state
to
inspect,
evaluate,
or
investigate
a
record
that
is
18
presented
for
filing.
19
Sec.
18.
Section
488.206,
subsections
4
and
5,
Code
2025,
20
are
amended
to
read
as
follows:
21
4.
If
the
secretary
of
state
refuses
to
file
a
document
22
record
,
the
secretary
of
state
shall
return
it
to
the
23
limited
partnership
or
foreign
limited
partnership
or
its
24
representative,
within
ten
days
after
the
record
was
received
25
by
the
secretary
of
state,
together
with
a
brief,
written
26
explanation
of
the
reason
for
the
refusal.
27
5.
a.
The
secretary
of
state’s
duty
to
file
documents
a
28
record
under
this
section
is
ministerial.
Filing
or
refusing
29
to
file
a
document
record
does
not
do
any
of
the
following:
30
a.
(1)
Affect
the
validity
or
invalidity
of
the
document
31
record
in
whole
or
part.
32
b.
(2)
Relate
to
the
correctness
or
incorrectness
of
33
information
contained
in
the
document
record
.
34
c.
(3)
Create
a
presumption
that
the
document
record
is
35
-8-
LSB
1713XS
(2)
91
da/jh
8/
50
S.F.
479
valid
or
invalid
or
that
information
contained
in
the
document
1
record
is
correct
or
incorrect.
2
b.
Paragraph
“a”
does
not
apply
to
the
secretary
of
state’s
3
refusal
to
file
a
document
under
subsection
3A.
4
Sec.
19.
NEW
SECTION
.
488.206B
Appeal
from
secretary
of
5
state’s
refusal
to
file
document.
6
1.
If
the
secretary
of
state
refuses
to
file
a
document
7
delivered
to
the
secretary
of
state’s
office
for
filing,
8
the
limited
partnership
or
foreign
limited
partnership
may
9
appeal
the
refusal,
within
thirty
days
after
the
return
of
10
the
document,
to
the
district
court
for
the
county
in
which
11
the
limited
partnership’s
principal
office
is
located
or,
12
if
none
is
located
in
this
state,
for
the
county
in
which
13
its
registered
office
is
or
will
be
located.
The
appeal
14
is
commenced
by
petitioning
the
court
to
compel
filing
the
15
document
and
by
attaching
to
the
petition
the
document
and
the
16
secretary
of
state’s
explanation
of
the
refusal
to
file.
17
2.
The
court
may
summarily
order
the
secretary
of
state
18
to
file
the
document
or
take
other
action
the
court
considers
19
appropriate.
20
3.
The
court’s
final
decision
may
be
appealed
as
in
other
21
civil
proceedings.
22
Sec.
20.
NEW
SECTION
.
488.206C
Registered
filing
——
23
general.
24
1.
As
used
in
sections
488.206D
through
488.206F,
25
“registered
filing”
means
a
record
that
includes
identifying
26
information
regarding
a
registered
agent
a
registered
office,
27
or
a
principal
office,
including
as
provided
or
described
in
28
sections
488.115,
488.116,
488.201,
488.210,
and
488.902.
29
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
30
of
state
deems
necessary
or
desirable
to
administer
this
31
section,
and
sections
488.206D
through
488.206F.
32
3.
The
secretary
of
state
shall
produce
and
publish
one
33
or
more
forms
as
the
secretary
of
state
deems
necessary
or
34
desirable
to
administer
this
section,
and
sections
488.206D
35
-9-
LSB
1713XS
(2)
91
da/jh
9/
50
S.F.
479
through
488.206F.
1
4.
This
section,
and
sections
488.206D
through
488.206F
2
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
3
evaluate,
or
investigate
a
record
that
is
presented
for
filing
4
until
the
record
is
identified
in
a
notarized
affidavit
to
5
remove
unauthorized
use
information
delivered
to
the
secretary
6
of
state.
7
Sec.
21.
NEW
SECTION
.
488.206D
Registered
filing
——
8
notarized
affidavit.
9
1.
The
secretary
of
state
shall
conduct
an
administrative
10
review
of
a
notarized
affidavit
to
remove
unauthorized
use
11
information
from
a
registered
filing.
The
affiant
shall
swear
12
to
all
of
the
following:
13
a.
The
registered
filing
contains
information
identifying
14
any
of
the
following:
15
(1)
The
affiant
as
a
registered
agent.
16
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
17
a
registered
agent,
registered
office,
or
principal
office.
18
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
19
mail
address
of
a
registered
agent,
registered
office,
or
20
principal
office.
21
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
22
authorized
the
use
of
information
described
in
paragraph
“a”
.
23
2.
A
notarized
affidavit
for
unauthorized
use
information
24
must
include
facts
required
by
the
secretary
of
state
including
25
all
of
the
following:
26
a.
Information
identifying
the
affiant,
which
shall
at
least
27
include
all
of
the
following:
28
(1)
The
affiant’s
legal
name.
29
(2)
The
affiant’s
mailing
address,
and
electronic
mail
30
address,
if
any.
31
b.
Information
in
the
registered
filing
alleged
to
32
include
unauthorized
use
of
information,
including
all
of
the
33
following:
34
(1)
The
legal
name
of
the
limited
partnership
or
foreign
35
-10-
LSB
1713XS
(2)
91
da/jh
10/
50
S.F.
479
limited
partnership
subject
to
section
488.108.
1
(2)
The
number
assigned
by
the
secretary
of
state
to
the
2
registered
filing
that
includes
alleged
unauthorized
use
3
information.
4
(3)
The
description
of
the
alleged
unauthorized
use
5
information.
6
Sec.
22.
NEW
SECTION
.
488.206E
Registered
filing
——
7
notarized
affidavit
and
filed
statement.
8
1.
a.
The
secretary
of
state
shall
reject
a
notarized
9
affidavit
to
remove
unauthorized
use
information
from
a
10
registered
filing,
if
the
secretary
of
state
reasonably
11
determines
that
any
of
the
following
apply:
12
(1)
The
notarized
affidavit
is
illegible,
incomplete,
13
misleading,
or
includes
factual
errors.
14
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
15
defraud
a
person,
including
the
filer
of
the
record
or
a
person
16
named
in
the
filed
record.
17
b.
The
secretary
of
states’s
rejection
of
a
notarized
18
affidavit
to
remove
unauthorized
use
information
under
19
paragraph
“a”
constitutes
final
agency
action
without
further
20
judicial
review
under
section
17A.19.
21
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
22
remove
unauthorized
use
information
if
the
secretary
of
state
23
determines
that
the
allegations
in
the
notarized
affidavit
24
for
unauthorized
use
information
are
true.
Upon
filing
the
25
statement
the
secretary
of
state
shall
do
all
of
the
following:
26
a.
Remove
unauthorized
use
information
from
the
registered
27
filings.
28
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
29
unauthorized
use
information
to
the
limited
partnership
30
or
foreign
limited
partnership.
The
notice
shall
do
the
31
following:
32
(a)
Identify
the
unauthorized
use
information
included
in
33
the
register
filings.
34
(b)
State
the
consequences
of
not
complying
with
the
35
-11-
LSB
1713XS
(2)
91
da/jh
11/
50
S.F.
479
requirements
of
the
relevant
register
filing
statutes.
1
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
2
for
service
of
process
in
this
state.
3
(d)
State
that
the
filing
of
the
statement
may
be
grounds
4
for
administrative
dissolution
as
provided
in
section
488.809.
5
(2)
If
the
secretary
of
state
determines
that
it
is
not
6
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
7
publish
the
notice
on
its
internet
site.
8
3.
The
secretary
of
state
may
allow
a
limited
partnership,
9
or
foreign
limited
partnership,
to
correct
a
registered
filing
10
under
section
488.207,
if
the
secretary
of
state
determines
11
that
the
unauthorized
use
information
was
mistakenly
included
12
in
the
registered
filing.
13
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
14
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
15
unauthorized
use
information,
filing
a
statement
to
remove
16
unauthorized
use
information,
or
for
removing
unauthorized
use
17
information
from
any
registered
filing.
18
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
19
a
registered
filing
that
includes
unauthorized
use
information
20
that
has
been
removed
as
unauthorized
use
information.
21
5.
The
secretary
of
state
may
act
as
an
agent
of
the
limited
22
partnership
or
foreign
limited
partnership,
and
the
office
23
of
secretary
of
state
may
act
as
a
registered
office
or
the
24
limited
partnership
or
foreign
limited
partnership,
as
provided
25
in
section
488.206B.
26
Sec.
23.
NEW
SECTION
.
488.206F
Registered
filing
——
appeal.
27
1.
The
secretary
of
state’s
filing
of
a
statement
to
28
remove
unauthorized
use
information
from
a
registered
filing
29
under
section
488.206E
constitutes
final
agency
action.
A
30
limited
partnership
or
foreign
limited
partnership
may
appeal
31
the
action,
within
thirty
days
after
the
secretary
of
state
32
delivers
to
the
limited
partnership
or
foreign
partnership
33
the
notice
of
the
statement
or
alternatively
publishes
the
34
notice
on
its
internet
site.
The
appeal
shall
be
heard
by
the
35
-12-
LSB
1713XS
(2)
91
da/jh
12/
50
S.F.
479
district
court
for
the
county
in
which
the
principal
office
1
of
the
limited
partnership
or
foreign
limited
partnership
is
2
located
or,
if
none
is
located
in
this
state,
for
the
county
3
in
which
its
registered
office
is
or
will
be
located.
The
4
appeal
is
commenced
by
petitioning
the
court
to
terminate
the
5
statement
and
restore
the
removed
information.
A
copy
of
the
6
statement
shall
be
attached
to
the
petition.
7
2.
The
court
may
summarily
deny
the
petition,
order
the
8
secretary
of
state
to
terminate
the
statement
and
restore
the
9
removed
information,
or
take
other
action
the
court
considers
10
appropriate.
11
3.
The
court’s
final
decision
may
be
appealed
as
in
other
12
civil
proceedings.
13
Sec.
24.
Section
488.207,
Code
2025,
is
amended
by
adding
14
the
following
new
subsection:
15
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
provide
a
16
separate
procedure
for
correcting
an
incorrect
statement
in
a
17
registered
filing
that
has
been
removed
by
the
secretary
of
18
state
pursuant
to
section
488.206E.
19
Sec.
25.
Section
488.809,
subsection
1,
Code
2025,
is
20
amended
by
adding
the
following
new
paragraph:
21
NEW
PARAGRAPH
.
0b.
Maintain
a
registered
agent
or
maintain
22
registered
office
in
this
state
for
sixty
days
or
more.
23
DIVISION
IV
24
RECORD
FILINGS
——
LIMITED
LIABILITY
COMPANIES
25
Sec.
26.
NEW
SECTION
.
489.119A
Service
of
process
by
26
secretary
of
state
——
removal
of
unauthorized
use
information.
27
If
the
secretary
of
state’s
removal
of
unauthorized
use
28
information
from
a
registered
filing
under
section
489.210C
29
would
prohibit
a
person
from
serving
any
process,
notice,
or
30
demand
required
or
permitted
by
law,
the
limited
liability
31
company
or
foreign
limited
liability
company
shall
be
deemed
32
to
have
failed
to
appoint
or
maintain
a
registered
agent
or
33
maintain
a
registered
office.
Until
the
registered
agent
or
34
registered
office
is
changed
as
provided
in
section
489.118,
35
-13-
LSB
1713XS
(2)
91
da/jh
13/
50
S.F.
479
the
secretary
of
state
shall
act
as
the
registered
agent,
and
1
the
office
of
secretary
of
state
shall
act
as
the
registered
2
office,
for
the
limited
liability
company
or
foreign
limited
3
liability
company.
4
Sec.
27.
Section
489.122,
subsection
1,
paragraph
y,
Code
5
2025,
is
amended
to
read
as
follows:
6
y.
Any
other
document
record
required
or
7
permitted
to
be
filed
by
this
chapter
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
.
$
5
8
Sec.
28.
Section
489.122,
subsection
3,
unnumbered
9
paragraph
1,
Code
2025,
is
amended
to
read
as
follows:
10
The
secretary
of
state
shall
collect
the
following
fees
for
11
copying
and
certifying
the
copy
of
any
filed
document
record
12
relating
to
a
limited
liability
company
or
foreign
limited
13
liability
company
as
follows:
14
Sec.
29.
Section
489.202,
subsection
3,
paragraph
c,
Code
15
2025,
is
amended
to
read
as
follows:
16
c.
A
statement
that
the
restated
certificate
consolidates
17
all
amendments
into
a
single
document
record
.
18
Sec.
30.
Section
489.209,
Code
2025,
is
amended
by
adding
19
the
following
new
subsection:
20
NEW
SUBSECTION
.
5.
The
secretary
of
state
may
provide
a
21
separate
procedure
for
correcting
an
incorrect
statement
in
a
22
registered
filing
that
has
been
removed
by
the
secretary
of
23
state
pursuant
to
section
489.210C.
24
Sec.
31.
Section
489.210,
subsection
1,
Code
2025,
is
25
amended
to
read
as
follows:
26
1.
The
secretary
of
state
shall
file
a
record
delivered
27
to
the
secretary
of
state
for
filing
which
satisfies
this
28
chapter
.
The
duty
of
the
secretary
of
state
under
this
section
29
is
ministerial.
30
Sec.
32.
Section
489.210,
Code
2025,
is
amended
by
adding
31
the
following
new
subsection:
32
NEW
SUBSECTION
.
2A.
a.
The
secretary
of
state
shall
33
refuse
to
file
a
record,
if
the
secretary
of
state
reasonably
34
determines
that
any
of
the
following
may
apply:
35
-14-
LSB
1713XS
(2)
91
da/jh
14/
50
S.F.
479
(1)
The
record
is
materially
false
or
fraudulent.
1
(2)
The
record
may
be
used
to
accomplish
a
fraudulent,
2
criminal,
or
otherwise
unlawful
purpose.
3
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
4
of
state
to
inspect,
evaluate,
or
investigate
a
record
that
is
5
presented
for
filing.
6
Sec.
33.
Section
489.210,
subsection
5,
Code
2025,
is
7
amended
to
read
as
follows:
8
5.
a.
The
duty
of
the
secretary
of
state
under
this
section
9
is
ministerial.
The
filing
of
or
refusal
to
file
a
record
does
10
not
do
any
of
the
following:
11
a.
(1)
Affect
the
validity
or
invalidity
of
the
record
in
12
whole
or
in
part.
13
b.
(2)
Create
a
presumption
that
the
information
contained
14
in
the
record
is
correct
or
incorrect.
15
b.
Paragraph
“a”
does
not
apply
to
the
secretary
of
state’s
16
refusal
to
file
a
record
under
subsection
2A.
17
Sec.
34.
NEW
SECTION
.
489.210A
Registered
filing
——
18
general.
19
1.
As
used
in
sections
489.210B
through
489.210D,
20
“registered
filing”
means
a
record
that
includes
identifying
21
information
regarding
a
registered
agent,
registered
office,
or
22
principal
office
including
as
provided
or
described
in
sections
23
489.116,
489.117,
489.118,
489.201,
489.202,
489.212,
489.302,
24
489.903,
489.904,
489.907,
489.909,
489.910,
and
489.14203.
25
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
26
of
state
deems
necessary
or
desirable
to
administer
this
27
section,
and
sections
489.210B
through
489.210D.
28
3.
The
secretary
of
state
shall
produce
and
publish
one
29
or
more
forms
as
the
secretary
of
state
deems
necessary
or
30
desirable
to
administer
this
section,
and
sections
489.210B
31
through
489.210D.
32
4.
This
section,
and
sections
489.210B
through
489.210D
33
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
34
evaluate,
or
investigate
a
record
that
is
presented
for
filing
35
-15-
LSB
1713XS
(2)
91
da/jh
15/
50
S.F.
479
until
the
record
is
identified
in
a
notarized
affidavit
to
1
remove
unauthorized
use
information
delivered
to
the
secretary
2
of
state.
3
Sec.
35.
NEW
SECTION
.
489.210B
Registered
filing
——
4
notarized
affidavit.
5
1.
The
secretary
of
state
shall
conduct
an
administrative
6
review
of
a
notarized
affidavit
to
remove
unauthorized
use
7
information
from
a
registered
filing.
The
affiant
shall
swear
8
to
all
of
the
following:
9
a.
The
registered
filing
contains
information
identifying
10
any
of
the
following:
11
(1)
The
affiant
as
a
registered
agent.
12
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
13
a
registered
agent,
registered
office,
or
principal
office.
14
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
15
mail
address
of
a
registered
agent,
registered
office,
or
16
principal
office.
17
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
18
authorized
the
use
of
information
described
in
paragraph
“a”
.
19
2.
A
notarized
affidavit
for
unauthorized
use
information
20
must
include
facts
required
by
the
secretary
of
state
including
21
all
of
the
following:
22
a.
Information
identifying
the
affiant,
which
shall
at
least
23
include
all
of
the
following:
24
(1)
The
affiant’s
legal
name.
25
(2)
The
affiant’s
mailing
address,
and
electronic
mail
26
address,
if
any.
27
b.
Information
in
the
registered
filing
alleged
to
28
include
unauthorized
use
of
information,
including
all
of
the
29
following:
30
(1)
The
legal
name
of
the
limited
liability
company
or
31
foreign
limited
liability
company
subject
to
sections
489.112,
32
489.113,
489.1103,
and
489.14202.
33
(2)
The
number
assigned
by
the
secretary
of
state
to
the
34
registered
filing
that
includes
alleged
unauthorized
use
35
-16-
LSB
1713XS
(2)
91
da/jh
16/
50
S.F.
479
information.
1
(3)
A
description
of
the
alleged
unauthorized
use
2
information.
3
Sec.
36.
NEW
SECTION
.
489.210C
Registered
filing
——
4
notarized
affidavit
and
filed
statement.
5
1.
a.
The
secretary
of
state
shall
reject
a
notarized
6
affidavit
to
remove
unauthorized
use
information
from
a
7
registered
filing,
if
the
secretary
of
state
reasonably
8
determines
that
any
of
the
following
apply:
9
(1)
The
notarized
affidavit
is
illegible,
incomplete,
10
misleading,
or
includes
factual
errors.
11
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
12
defraud
a
person,
including
the
filer
of
the
record
or
a
person
13
named
in
the
filed
record.
14
b.
The
secretary
of
state’s
rejection
of
a
notarized
15
affidavit
to
remove
unauthorized
use
information
under
16
paragraph
“a”
constitutes
final
agency
action
without
further
17
judicial
review
under
section
17A.19.
18
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
19
remove
unauthorized
use
information
if
the
secretary
of
state
20
determines
that
the
allegations
in
the
notarized
affidavit
21
for
unauthorized
use
information
are
true.
Upon
filing
the
22
statement
the
secretary
of
state
shall
do
all
of
the
following:
23
a.
Remove
unauthorized
use
information
from
the
registered
24
filings.
25
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
26
unauthorized
use
information
to
the
limited
liability
company
27
or
foreign
limited
liability
company.
The
notice
shall
do
the
28
following:
29
(a)
Identify
the
unauthorized
use
information
included
in
30
the
registered
filings.
31
(b)
State
the
consequences
of
not
complying
with
the
32
requirements
of
the
relevant
registered
filing
statutes.
33
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
34
for
service
of
process
in
this
state.
35
-17-
LSB
1713XS
(2)
91
da/jh
17/
50
S.F.
479
(d)
State
that
the
filing
of
the
statement
may
be
grounds
1
for
administrative
dissolution
as
provided
in
section
489.708.
2
(2)
If
the
secretary
of
state
determines
that
it
is
not
3
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
4
publish
the
notice
on
its
internet
site.
5
3.
The
secretary
of
state
may
allow
a
limited
liability
6
company
or
foreign
limited
liability
company
to
correct
a
7
registered
filing
under
section
489.209,
if
the
secretary
of
8
state
determines
that
the
unauthorized
use
information
was
9
mistakenly
included
in
the
registered
filing.
10
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
11
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
12
unauthorized
use
information,
filing
a
statement
to
remove
13
unauthorized
use
information,
or
for
removing
unauthorized
use
14
information
from
any
registered
filing.
15
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
16
a
registered
filing
that
includes
unauthorized
use
information
17
that
has
been
removed
as
unauthorized
use
information.
18
5.
The
secretary
of
state
may
act
as
an
agent
of
the
limited
19
liability
company
or
foreign
limited
liability
company,
and
the
20
office
of
secretary
of
state
may
act
as
the
registered
office
21
for
the
limited
liability
company
or
foreign
limited
liability
22
company,
as
provided
in
section
489.119A.
23
Sec.
37.
NEW
SECTION
.
489.210D
Registered
filing
——
appeal.
24
1.
The
secretary
of
state’s
filing
of
a
statement
to
remove
25
unauthorized
use
information
from
a
registered
filing
under
26
section
489.210C
constitutes
final
agency
action.
A
limited
27
liability
company
or
a
foreign
limited
liability
company
may
28
appeal
the
action,
within
thirty
days
after
the
secretary
of
29
state
delivers
to
the
limited
liability
company
or
foreign
30
limited
liability
company
the
notice
of
the
statement
or
31
alternatively
publishes
the
notice
on
its
internet
site.
The
32
appeal
shall
be
heard
by
the
district
court
for
the
county
in
33
which
the
principal
office
of
the
limited
liability
company
or
34
a
foreign
limited
liability
company
is
located
or,
if
none
is
35
-18-
LSB
1713XS
(2)
91
da/jh
18/
50
S.F.
479
located
in
this
state,
for
the
county
in
which
its
registered
1
office
is
or
will
be
located.
The
appeal
is
commenced
by
2
petitioning
the
court
to
terminate
the
statement
and
restore
3
the
removed
information.
A
copy
of
the
statement
shall
be
4
attached
to
the
petition.
5
2.
The
court
may
summarily
deny
the
petition,
order
the
6
secretary
of
state
to
terminate
the
statement
and
restore
the
7
removed
information,
or
take
other
action
the
court
considers
8
appropriate.
9
3.
The
court’s
final
decision
may
be
appealed
as
in
other
10
civil
proceedings.
11
Sec.
38.
Section
489.903,
subsection
2,
Code
2025,
is
12
amended
to
read
as
follows:
13
2.
The
foreign
limited
liability
company
shall
deliver
the
14
completed
foreign
registration
statement
to
the
secretary
of
15
state,
and
also
deliver
to
the
secretary
of
state
a
certificate
16
of
existence
or
a
document
record
of
similar
import
duly
17
authenticated
by
the
secretary
of
state
or
other
official
18
having
custody
of
corporate
records
in
the
state
or
country
19
under
whose
law
it
is
incorporated
which
is
dated
no
earlier
20
than
ninety
days
prior
to
the
date
the
application
is
filed
by
21
the
secretary
of
state.
22
DIVISION
V
23
DOCUMENT
FILINGS
——
FOR-PROFIT
CORPORATIONS
24
Sec.
39.
Section
490.124,
Code
2025,
is
amended
by
adding
25
the
following
new
subsection:
26
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
provide
a
27
separate
procedure
for
correcting
an
incorrect
statement
in
a
28
registered
filing
that
has
been
removed
by
the
secretary
of
29
state
pursuant
to
section
490.126C.
30
Sec.
40.
Section
490.125,
Code
2025,
is
amended
by
adding
31
the
following
new
subsection:
32
NEW
SUBSECTION
.
2A.
a.
The
secretary
of
state
shall
33
refuse
to
file
a
document,
if
the
secretary
of
state
reasonably
34
determines
that
any
of
the
following
may
apply:
35
-19-
LSB
1713XS
(2)
91
da/jh
19/
50
S.F.
479
(1)
The
document
is
materially
false
or
fraudulent.
1
(2)
The
document
may
be
used
to
accomplish
a
fraudulent,
2
criminal,
or
otherwise
unlawful
purpose.
3
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
4
of
state
to
inspect,
evaluate,
or
investigate
a
document
that
5
is
presented
for
filing.
6
Sec.
41.
Section
490.125,
subsection
4,
Code
2025,
is
7
amended
to
read
as
follows:
8
4.
a.
The
secretary
of
state’s
duty
to
file
documents
under
9
this
section
is
ministerial.
The
secretary
of
state’s
filing
10
or
refusing
to
file
a
document
does
not
create
a
presumption
11
of
any
of
the
following:
12
a.
(1)
The
document
does
or
does
not
conform
to
the
13
requirements
of
this
chapter
.
14
b.
(2)
The
information
contained
in
the
document
is
correct
15
or
incorrect.
16
b.
Paragraph
“a”
does
not
apply
to
the
secretary
of
state’s
17
refusal
to
file
a
document
under
subsection
2A.
18
Sec.
42.
NEW
SECTION
.
490.126A
Registered
filing
——
19
general.
20
1.
As
used
in
sections
490.126B
through
490.126D,
21
“registered
filing”
means
a
document
that
includes
identifying
22
information,
including
as
provided
or
described
in
sections
23
490.202,
490.502,
490.1005,
490.1503,
490.1504,
490.1510,
and
24
490.1621.
25
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
26
of
state
deems
necessary
or
desirable
to
administer
this
27
section,
and
sections
490.126B
through
490.126D.
28
3.
The
secretary
of
state
shall
produce
and
publish
one
29
or
more
forms
as
the
secretary
of
state
deems
necessary
or
30
desirable
to
administer
this
section,
and
sections
490.126B
31
through
490.126D.
32
4.
This
section,
and
sections
490.126B
through
490.126D
33
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
34
evaluate,
or
investigate
a
document
that
is
presented
for
35
-20-
LSB
1713XS
(2)
91
da/jh
20/
50
S.F.
479
filing
until
the
document
is
identified
in
a
notarized
1
affidavit
to
remove
unauthorized
use
information
delivered
to
2
the
secretary
of
state.
3
Sec.
43.
NEW
SECTION
.
490.126B
Registered
filing
——
4
notarized
affidavit.
5
1.
The
secretary
of
state
shall
conduct
an
administrative
6
review
of
a
notarized
affidavit
to
remove
unauthorized
use
7
information
from
a
registered
filing.
The
affiant
shall
swear
8
to
all
of
the
following:
9
a.
The
registered
filing
contains
information
identifying
10
any
of
the
following:
11
(1)
The
affiant
as
a
registered
agent.
12
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
13
a
registered
agent,
registered
office,
or
principal
office.
14
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
15
mail
address
of
a
registered
agent,
registered
office,
or
16
principal
office.
17
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
18
authorized
the
use
of
information
described
in
paragraph
“a”
.
19
2.
A
notarized
affidavit
for
unauthorized
use
information
20
must
include
facts
required
by
the
secretary
of
state
including
21
all
of
the
following:
22
a.
Information
identifying
the
affiant,
which
shall
at
least
23
include
all
of
the
following:
24
(1)
The
affiant’s
legal
name.
25
(2)
The
affiant’s
mailing
address,
and
electronic
mail
26
address,
if
any.
27
b.
Information
in
the
registered
filing
alleged
to
28
include
unauthorized
use
of
information,
including
all
of
the
29
following:
30
(1)
The
legal
name
of
the
corporation
or
foreign
corporation
31
subject
to
section
490.401,
490.402,
490.403,
490.1702,
or
32
496C.5.
33
(2)
The
number
assigned
by
the
secretary
of
state
to
the
34
registered
filing
that
includes
alleged
unauthorized
use
35
-21-
LSB
1713XS
(2)
91
da/jh
21/
50
S.F.
479
information.
1
(3)
A
description
of
the
alleged
unauthorized
use
2
information.
3
Sec.
44.
NEW
SECTION
.
490.126C
Registered
filing
——
4
notarized
affidavit
and
filed
statement.
5
1.
a.
The
secretary
of
state
shall
reject
a
notarized
6
affidavit
to
remove
unauthorized
use
information
from
a
7
registered
filing,
if
the
secretary
of
state
reasonably
8
determines
that
any
of
the
following
apply:
9
(1)
The
notarized
affidavit
is
illegible,
incomplete,
10
misleading,
or
includes
factual
errors.
11
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
12
defraud
a
person,
including
the
filer
of
the
record
or
a
person
13
named
in
the
filed
record.
14
b.
The
secretary
of
state’s
rejection
of
a
notarized
15
affidavit
to
remove
unauthorized
use
information
under
16
paragraph
“a”
constitutes
final
agency
action
without
further
17
judicial
review
under
section
17A.19.
18
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
19
remove
unauthorized
use
information
if
the
secretary
of
state
20
determines
that
the
allegations
in
the
notarized
affidavit
21
for
unauthorized
use
information
are
true.
Upon
filing
the
22
statement
the
secretary
of
state
shall
do
all
of
the
following:
23
a.
Remove
unauthorized
use
information
from
the
registered
24
filings.
25
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
26
unauthorized
use
information
to
the
corporation
or
foreign
27
corporation.
The
notice
shall
do
the
following:
28
(a)
Identify
the
unauthorized
use
information
included
in
29
the
registered
filings.
30
(b)
State
the
consequences
of
not
complying
with
the
31
requirements
of
the
relevant
registered
filing
statutes.
32
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
33
for
service
of
process
in
this
state.
34
(d)
State
that
the
filing
of
the
statement
may
be
grounds
35
-22-
LSB
1713XS
(2)
91
da/jh
22/
50
S.F.
479
for
administrative
dissolution
as
provided
in
section
490.1420.
1
(2)
If
the
secretary
of
state
determines
that
it
is
not
2
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
3
publish
the
notice
on
its
internet
site.
4
3.
The
secretary
of
state
may
allow
a
corporation
or
5
foreign
corporation
to
correct
a
registered
filing
under
6
section
490.124,
if
the
secretary
of
state
determines
that
the
7
unauthorized
use
information
was
mistakenly
included
in
the
8
registered
filing.
9
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
10
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
11
unauthorized
use
information,
filing
a
statement
to
remove
12
unauthorized
use
information,
or
for
removing
unauthorized
use
13
information
from
any
registered
filing.
14
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
15
a
registered
filing
that
includes
unauthorized
use
information
16
that
has
been
removed
as
unauthorized
use
information.
17
5.
The
secretary
of
state
may
act
as
an
agent
of
the
18
corporation
or
foreign
corporation,
and
the
office
of
secretary
19
of
state
may
act
as
a
registered
office
for
the
corporation
or
20
foreign
corporation,
as
provided
in
section
490.504A.
21
Sec.
45.
NEW
SECTION
.
490.126D
Registered
filing
——
appeal.
22
1.
The
secretary
of
state’s
filing
of
a
statement
to
23
remove
unauthorized
use
information
from
a
registered
filing
24
under
section
490.126C
constitutes
final
agency
action.
A
25
corporation
or
a
foreign
corporation
may
appeal
the
action,
26
within
thirty
days
after
the
secretary
of
state
delivers
to
the
27
corporation
or
foreign
corporation
the
notice
of
the
statement
28
or
alternatively
publishes
the
notice
on
its
internet
site.
29
The
appeal
shall
be
heard
by
the
district
court
for
the
county
30
in
which
the
principal
office
of
the
corporation
or
foreign
31
corporation
is
located
or,
if
none
is
located
in
this
state,
32
for
the
county
in
which
its
registered
office
is
or
will
be
33
located.
The
appeal
is
commenced
by
petitioning
the
court
to
34
terminate
the
statement
and
restore
the
removed
information.
A
35
-23-
LSB
1713XS
(2)
91
da/jh
23/
50
S.F.
479
copy
of
the
statement
shall
be
attached
to
the
petition.
1
2.
The
court
may
summarily
deny
the
petition,
order
the
2
secretary
of
state
to
terminate
the
statement
and
restore
the
3
removed
information,
or
take
other
action
the
court
considers
4
appropriate.
5
3.
The
court’s
final
decision
may
be
appealed
as
in
other
6
civil
proceedings.
7
Sec.
46.
NEW
SECTION
.
490.504A
Service
of
process
by
8
secretary
of
state
——
removal
of
unauthorized
use
information.
9
If
the
secretary
of
state’s
removal
of
unauthorized
use
10
information
from
a
registered
filing
under
section
490.126C
11
would
prohibit
a
person
from
serving
any
process,
notice,
12
or
demand
required
or
permitted
by
law,
the
corporation
or
13
foreign
corporation
shall
be
deemed
to
have
failed
to
appoint
14
or
maintain
a
registered
agent
or
maintain
a
registered
office.
15
Until
the
registered
agent
or
registered
office
is
changed
as
16
provided
in
section
490.502,
the
secretary
of
state
shall
act
17
as
the
registered
agent,
and
the
office
of
secretary
of
state
18
shall
act
as
the
registered
office,
for
the
corporation
or
19
foreign
corporation.
20
DIVISION
VI
21
DOCUMENT
FILINGS
——
ASSOCIATIONS
22
Sec.
47.
Section
499.44,
Code
2025,
is
amended
by
adding
the
23
following
new
subsections:
24
NEW
SUBSECTION
.
3A.
a.
The
secretary
of
state
shall
25
refuse
to
file
a
document,
if
the
secretary
of
state
reasonably
26
determines
that
any
of
the
following
may
apply:
27
(1)
The
document
is
materially
false
or
fraudulent.
28
(2)
The
document
may
be
used
to
accomplish
a
fraudulent,
29
criminal,
or
otherwise
unlawful
purpose.
30
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
31
of
state
to
inspect,
evaluate,
or
investigate
a
document
that
32
is
presented
for
filing.
33
NEW
SUBSECTION
.
3B.
If
the
secretary
of
state
refuses
to
34
file
a
document,
the
secretary
of
state
shall,
not
later
than
35
-24-
LSB
1713XS
(2)
91
da/jh
24/
50
S.F.
479
fifteen
business
days
after
the
record
is
delivered,
do
all
of
1
the
following:
2
a.
Return
the
record
or
notify
the
person
that
submitted
the
3
record
of
the
refusal.
4
b.
Provide
a
brief
explanation
in
a
record
of
the
reason
for
5
the
refusal.
6
NEW
SUBSECTION
.
3C.
a.
The
secretary
of
state’s
duty
7
to
file
documents
under
this
section
is
ministerial.
The
8
filing
of
or
refusal
to
file
a
document
does
not
do
any
of
the
9
following:
10
(1)
Affect
the
validity
or
invalidity
of
the
document
in
11
whole
or
in
part.
12
(2)
Create
a
presumption
that
the
information
contained
in
13
the
record
is
correct
or
incorrect.
14
b.
This
paragraph
does
not
apply
to
the
secretary
of
state’s
15
refusal
to
file
a
document
under
subsection
3A.
16
Sec.
48.
Section
499.44,
subsection
5,
Code
2025,
is
amended
17
by
adding
the
following
new
paragraph:
18
NEW
PARAGRAPH
.
c.
The
secretary
of
state
may
provide
a
19
separate
procedure
for
correcting
an
incorrect
statement
in
a
20
registered
filing
that
has
been
removed
by
the
secretary
of
21
state
pursuant
to
section
499.44E.
22
Sec.
49.
NEW
SECTION
.
499.44B
Appeal
from
secretary
of
23
state’s
refusal
to
file
document.
24
1.
If
the
secretary
of
state
refuses
to
file
a
document
25
delivered
for
filing,
the
person
that
delivered
the
document
26
for
filing
may
petition
the
district
court
of
the
county
27
where
the
association’s
principal
office
or,
if
none
in
this
28
state,
its
registered
office
is
located
to
compel
its
filing.
29
The
document
and
the
explanation
of
the
secretary
of
state’s
30
refusal
to
file
must
be
attached
to
the
petition.
The
court
31
may
decide
the
matter
in
a
summary
proceeding.
32
2.
The
court
may
order
the
secretary
of
state
to
file
the
33
document
or
take
other
action
the
court
considers
appropriate.
34
3.
The
court’s
final
decision
may
be
appealed
as
in
other
35
-25-
LSB
1713XS
(2)
91
da/jh
25/
50
S.F.
479
civil
proceedings.
1
Sec.
50.
NEW
SECTION
.
499.44C
Registered
filing
——
general.
2
1.
As
used
in
sections
499.44D
through
499.44F,
“registered
3
filing”
means
a
document
that
includes
identifying
information
4
regarding
a
registered
agent,
registered
office,
or
principal
5
office
including
as
provided
or
described
in
sections
499.40,
6
499.49,
499.54,
499.73,
499.73A,
and
499.74.
7
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
8
of
state
deems
necessary
or
desirable
to
administer
this
9
section,
and
sections
499.44D
through
499.44F.
10
3.
The
secretary
of
state
shall
produce
and
publish
one
11
or
more
forms
as
the
secretary
of
state
deems
necessary
or
12
desirable
to
administer
this
section,
and
sections
499.44D
13
through
499.44F.
14
4.
This
section,
and
sections
499.44D
through
499.44F,
15
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
16
evaluate,
or
investigate
a
record
that
is
presented
for
filing
17
until
the
record
is
identified
in
a
notarized
affidavit
to
18
remove
unauthorized
use
information
delivered
to
the
secretary
19
of
state.
20
Sec.
51.
NEW
SECTION
.
499.44D
Registered
filing
——
21
notarized
affidavit.
22
1.
The
secretary
of
state
shall
conduct
an
administrative
23
review
of
a
notarized
affidavit
to
remove
unauthorized
use
24
information
from
a
registered
filing.
The
affiant
shall
swear
25
to
all
of
the
following:
26
a.
The
registered
filing
contains
information
identifying
27
any
of
the
following:
28
(1)
The
affiant
as
a
registered
agent.
29
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
30
a
registered
agent,
registered
office,
or
principal
office.
31
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
32
mail
address
of
a
registered
agent,
registered
office,
or
33
principal
office.
34
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
35
-26-
LSB
1713XS
(2)
91
da/jh
26/
50
S.F.
479
authorized
the
use
of
information
described
in
paragraph
“a”
.
1
2.
A
notarized
affidavit
for
unauthorized
use
information
2
must
include
facts
required
by
the
secretary
of
state
including
3
all
of
the
following:
4
a.
Information
identifying
the
affiant,
which
shall
at
least
5
include
all
of
the
following:
6
(1)
The
affiant’s
legal
name.
7
(2)
The
affiant’s
mailing
address,
and
electronic
mail
8
address,
if
any.
9
b.
Information
in
the
registered
filing
alleged
to
10
include
unauthorized
use
of
information,
including
all
of
the
11
following:
12
(1)
The
legal
name
of
the
association
or
foreign
13
association,
subject
to
section
499.4.
14
(2)
The
number
assigned
by
the
secretary
of
state
to
the
15
registered
filing
that
includes
alleged
unauthorized
use
16
information.
17
(3)
A
description
of
the
alleged
unauthorized
use
18
information.
19
Sec.
52.
NEW
SECTION
.
499.44E
Registered
filing
——
20
notarized
affidavit
and
filed
statement.
21
1.
a.
The
secretary
of
state
shall
reject
a
notarized
22
affidavit
to
remove
unauthorized
use
information
from
a
23
registered
filing,
if
the
secretary
of
state
reasonably
24
determines
that
any
of
the
following
apply:
25
(1)
The
notarized
affidavit
is
illegible,
incomplete,
26
misleading,
or
includes
factual
errors.
27
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
28
defraud
a
person,
including
the
filer
of
the
record
or
a
person
29
named
in
the
filed
record.
30
b.
The
secretary
of
state’s
rejection
of
a
notarized
31
affidavit
to
remove
unauthorized
use
information
under
32
paragraph
“a”
constitutes
final
agency
action
without
further
33
judicial
review
under
section
17A.19.
34
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
35
-27-
LSB
1713XS
(2)
91
da/jh
27/
50
S.F.
479
remove
unauthorized
use
information
if
the
secretary
of
state
1
determines
that
the
allegations
in
the
notarized
affidavit
2
for
unauthorized
use
information
are
true.
Upon
filing
the
3
statement
the
secretary
of
state
shall
do
all
of
the
following:
4
a.
Remove
unauthorized
use
information
from
the
registered
5
filings.
6
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
7
unauthorized
use
information
to
the
association
or
foreign
8
association.
The
notice
shall
do
the
following:
9
(a)
Identify
the
unauthorized
use
information
included
in
10
the
registered
filings.
11
(b)
State
the
consequences
of
not
complying
with
the
12
requirements
of
the
relevant
registered
filing
statutes.
13
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
14
for
service
of
process
in
this
state.
15
(d)
State
that
the
filing
of
the
statement
may
be
grounds
16
for
administrative
dissolution
as
provided
in
section
499.76.
17
(2)
If
the
secretary
of
state
determines
that
it
is
not
18
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
19
publish
the
notice
on
its
internet
site.
20
3.
The
secretary
of
state
may
allow
an
association
or
21
foreign
association
to
correct
a
registered
filing,
if
the
22
secretary
of
state
determines
that
the
unauthorized
use
23
information
was
mistakenly
included
in
the
registered
filing.
24
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
25
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
26
unauthorized
use
information,
filing
a
statement
to
remove
27
unauthorized
use
information,
or
for
removing
unauthorized
use
28
information
from
any
registered
filing.
29
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
30
a
registered
filing
that
includes
unauthorized
use
information
31
that
has
been
removed
as
unauthorized
use
information.
32
5.
The
secretary
of
state
may
act
as
an
agent
of
the
33
association
or
foreign
association,
and
the
office
of
secretary
34
of
state
may
act
as
a
registered
office
for
the
association
or
35
-28-
LSB
1713XS
(2)
91
da/jh
28/
50
S.F.
479
foreign
association,
as
provided
in
section
499.75A.
1
Sec.
53.
NEW
SECTION
.
499.44F
Registered
filing
——
appeal.
2
1.
The
secretary
of
state’s
filing
of
a
statement
to
3
remove
unauthorized
use
information
from
a
registered
filing
4
under
section
499.44E
constitutes
final
agency
action.
An
5
association
or
a
foreign
association
may
appeal
the
action,
6
within
thirty
days
after
the
secretary
of
state
delivers
to
the
7
association
or
foreign
association
the
notice
of
the
statement
8
or
alternatively
publishes
the
notice
on
its
internet
site.
9
The
appeal
shall
be
heard
by
the
district
court
for
the
county
10
in
which
the
principal
office
of
the
association
or
foreign
11
association
is
located
or,
if
none
is
located
in
this
state,
12
for
the
county
in
which
its
registered
office
is
or
will
be
13
located.
The
appeal
is
commenced
by
petitioning
the
court
to
14
terminate
the
statement
and
restore
the
removed
information.
A
15
copy
of
the
statement
shall
be
attached
to
the
petition.
16
2.
The
court
may
summarily
deny
the
petition,
order
the
17
secretary
of
state
to
terminate
the
statement
and
restore
the
18
removed
information
or
take
other
action
the
court
considers
19
appropriate.
20
3.
The
court’s
final
decision
may
be
appealed
as
in
other
21
civil
proceedings.
22
Sec.
54.
NEW
SECTION
.
499.75A
Service
of
process
by
23
secretary
of
state
——
removal
of
unauthorized
use
information.
24
If
the
secretary
of
state’s
removal
of
unauthorized
use
25
information
from
a
registered
filing
under
section
499.44E
26
would
prohibit
a
person
from
serving
any
process,
notice,
or
27
demand
required
or
permitted
by
law,
the
association
shall
be
28
deemed
to
have
failed
to
appoint
or
maintain
a
registered
agent
29
or
maintain
a
registered
office.
Until
the
registered
agent
30
or
registered
office
is
changed
as
provided
in
section
499.73,
31
the
secretary
of
state
shall
act
as
the
registered
agent,
and
32
the
office
of
secretary
of
state
shall
act
as
the
registered
33
office,
for
the
association
or
foreign
association.
34
DIVISION
VII
35
-29-
LSB
1713XS
(2)
91
da/jh
29/
50
S.F.
479
DOCUMENT
FILINGS
——
CLOSED
COOPERATIVES
1
Sec.
55.
Section
501.105,
Code
2025,
is
amended
by
adding
2
the
following
new
subsections:
3
NEW
SUBSECTION
.
2A.
a.
The
secretary
of
state
shall
4
refuse
to
file
a
document,
if
the
secretary
of
state
reasonably
5
determines
that
any
of
the
following
may
apply:
6
(1)
The
document
is
materially
false
or
fraudulent.
7
(2)
The
document
may
be
used
to
accomplish
a
fraudulent,
8
criminal,
or
otherwise
unlawful
purpose.
9
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
10
of
state
to
inspect,
evaluate,
or
investigate
a
document
that
11
is
presented
for
filing.
12
NEW
SUBSECTION
.
2B.
If
the
secretary
of
state
refuses
to
13
file
a
document,
the
secretary
of
state
shall,
not
later
than
14
fifteen
business
days
after
the
record
is
delivered,
do
all
of
15
the
following:
16
a.
Return
the
record
or
notify
the
person
that
submitted
the
17
record
of
the
refusal.
18
b.
Provide
a
brief
explanation
in
a
record
of
the
reason
for
19
the
refusal.
20
NEW
SUBSECTION
.
2C.
a.
The
secretary
of
state’s
duty
to
21
file
documents
under
this
section
is
ministerial.
Filing
or
22
refusing
to
file
a
document
does
not
do
any
of
the
following:
23
(1)
Affect
the
validity
or
invalidity
of
the
document
in
24
whole
or
in
part.
25
(2)
Relate
to
the
correctness
or
incorrectness
of
26
information
contained
in
the
document.
27
(3)
Create
a
presumption
that
the
document
is
valid
or
28
invalid
or
that
information
contained
in
the
document
is
29
correct
or
incorrect.
30
b.
Paragraph
“a”
does
not
apply
to
the
secretary
of
state’s
31
refusal
to
file
a
document
under
subsection
2A.
32
Sec.
56.
Section
501.105,
subsection
5,
Code
2025,
is
33
amended
to
read
as
follows:
34
5.
a.
A
document
filed
under
this
section
may
be
35
-30-
LSB
1713XS
(2)
91
da/jh
30/
50
S.F.
479
corrected
if
the
document
contains
an
incorrect
statement
1
or
the
execution
of
the
document
was
defective.
A
document
2
is
corrected
by
filing
with
the
secretary
of
state
articles
3
of
correction
which
describe
the
document
to
be
corrected,
4
including
its
filing
date
or
a
copy
of
the
document.
The
5
articles
must
specify
and
correct
the
incorrect
statement
or
6
defective
execution.
7
b.
Articles
of
correction
are
effective
on
the
effective
8
date
of
the
document
it
corrects
except
as
to
persons
relying
9
on
the
original
document
and
adversely
affected
by
the
10
correction.
As
to
those
persons,
articles
of
correction
are
11
effective
when
filed.
12
c.
The
secretary
of
state
may
provide
a
separate
procedure
13
for
correcting
an
incorrect
statement
in
a
registered
filing
14
that
has
been
removed
by
the
secretary
of
state
pursuant
to
15
section
501.105E.
16
Sec.
57.
NEW
SECTION
.
501.105B
Appeal
from
secretary
of
17
state’s
refusal
to
file
document.
18
1.
If
the
secretary
of
state
refuses
to
file
a
document
19
delivered
for
filing,
the
person
that
delivered
the
document
20
for
filing
may
petition
the
district
court
of
the
county
21
where
the
cooperative’s
principal
office
or,
if
none
in
this
22
state,
its
registered
office
is
located
to
compel
its
filing.
23
The
document
and
the
explanation
of
the
secretary
of
state’s
24
refusal
to
file
must
be
attached
to
the
petition.
The
court
25
may
decide
the
matter
in
a
summary
proceeding.
26
2.
The
court
may
order
the
secretary
of
state
to
file
the
27
document
or
take
other
action
the
court
considers
appropriate.
28
3.
The
court’s
final
decision
may
be
appealed
as
in
other
29
civil
proceedings.
30
Sec.
58.
NEW
SECTION
.
501.105C
Registered
filing
——
31
general.
32
1.
As
used
in
sections
501.105D
through
501.105F,
33
“registered
filing”
means
a
document
that
includes
identifying
34
information
regarding
a
registered
agent,
registered
office,
or
35
-31-
LSB
1713XS
(2)
91
da/jh
31/
50
S.F.
479
principal
office
including
as
provided
or
described
in
sections
1
501.106,
501.202,
and
501.713.
2
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
3
of
state
deems
necessary
or
desirable
to
administer
this
4
section,
and
sections
501.105D
through
501.105F.
5
3.
The
secretary
of
state
shall
produce
and
publish
one
6
or
more
forms
as
the
secretary
of
state
deems
necessary
or
7
desirable
to
administer
this
section,
and
sections
501.105D
8
through
501.105F.
9
4.
This
section,
and
sections
501.105D
through
501.105F,
10
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
11
evaluate,
or
investigate
a
record
that
is
presented
for
filing
12
until
the
record
is
identified
in
a
notarized
affidavit
to
13
remove
unauthorized
use
information
delivered
to
the
secretary
14
of
state.
15
Sec.
59.
NEW
SECTION
.
501.105D
Registered
filing
——
16
notarized
affidavit.
17
1.
The
secretary
of
state
shall
conduct
an
administrative
18
review
of
a
notarized
affidavit
to
remove
unauthorized
use
19
information
from
a
registered
filing.
The
affiant
shall
swear
20
to
all
of
the
following:
21
a.
The
registered
filing
contains
information
identifying
22
any
of
the
following:
23
(1)
The
affiant
as
a
registered
agent.
24
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
25
a
registered
agent,
registered
office,
or
principal
office.
26
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
27
mail
address
of
a
registered
agent,
registered
office,
or
28
principal
office.
29
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
30
authorized
the
use
of
information
described
in
paragraph
“a”
.
31
2.
A
notarized
affidavit
for
unauthorized
use
information
32
must
include
facts
required
by
the
secretary
of
state
including
33
all
of
the
following:
34
a.
Information
identifying
the
affiant,
which
shall
at
least
35
-32-
LSB
1713XS
(2)
91
da/jh
32/
50
S.F.
479
include
all
of
the
following:
1
(1)
The
affiant’s
legal
name.
2
(2)
The
affiant’s
mailing
address,
and
electronic
mail
3
address,
if
any.
4
b.
Information
in
the
registered
filing
alleged
to
5
include
unauthorized
use
of
information,
including
all
of
the
6
following:
7
(1)
The
legal
name
of
the
cooperative,
subject
to
section
8
501.104.
9
(2)
The
number
assigned
by
the
secretary
of
state
to
the
10
registered
filing
that
includes
alleged
unauthorized
use
11
information.
12
(3)
A
description
of
the
alleged
unauthorized
use
13
information.
14
Sec.
60.
NEW
SECTION
.
501.105E
Registered
filing
——
15
notarized
affidavit
and
filed
statement.
16
1.
a.
The
secretary
of
state
shall
reject
a
notarized
17
affidavit
to
remove
unauthorized
use
information
from
a
18
registered
filing,
if
the
secretary
of
state
reasonably
19
determines
that
any
of
the
following
apply:
20
(1)
The
notarized
affidavit
is
illegible,
incomplete,
21
misleading,
or
includes
factual
errors.
22
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
23
defraud
a
person,
including
the
filer
of
the
document
or
a
24
person
named
in
the
filed
document.
25
b.
The
secretary
of
state’s
rejection
of
a
notarized
26
affidavit
to
remove
unauthorized
use
information
under
27
paragraph
“a”
constitutes
final
agency
action
without
further
28
judicial
review
under
section
17A.19.
29
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
30
remove
unauthorized
use
information
if
the
secretary
of
state
31
determines
that
the
allegations
in
the
notarized
affidavit
32
for
unauthorized
use
information
are
true.
Upon
filing
the
33
statement
the
secretary
of
state
shall
do
all
of
the
following:
34
a.
Remove
unauthorized
use
information
from
the
registered
35
-33-
LSB
1713XS
(2)
91
da/jh
33/
50
S.F.
479
filings.
1
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
2
unauthorized
use
information
to
the
cooperative.
The
notice
3
shall
do
the
following:
4
(a)
Identify
the
unauthorized
use
information
included
in
5
the
registered
filings.
6
(b)
State
the
consequences
of
not
complying
with
the
7
requirements
of
the
relevant
registered
filing
statutes.
8
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
9
for
service
of
process
in
this
state.
10
(d)
State
that
the
filing
of
the
statement
may
be
grounds
11
for
administrative
dissolution
as
provided
in
section
501.811.
12
(2)
If
the
secretary
of
state
determines
that
it
is
not
13
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
14
publish
the
notice
on
its
internet
site.
15
3.
The
secretary
of
state
may
allow
a
cooperative
to
correct
16
a
registered
filing,
if
the
secretary
of
state
determines
that
17
the
unauthorized
use
information
was
mistakenly
included
in
the
18
registered
filing.
19
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
20
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
21
unauthorized
use
information,
filing
a
statement
to
remove
22
unauthorized
use
information,
or
for
removing
unauthorized
use
23
information
from
any
registered
filing.
24
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
25
a
registered
filing
that
includes
unauthorized
use
information
26
that
has
been
removed
as
unauthorized
use
information.
27
5.
The
secretary
of
state
may
act
as
an
agent
of
the
28
cooperative,
and
the
office
of
secretary
of
state
may
act
as
a
29
registered
office
for
the
cooperative,
as
provided
in
section
30
501.106A.
31
Sec.
61.
NEW
SECTION
.
501.105F
Registered
filing
——
appeal.
32
1.
The
secretary
of
state’s
filing
of
a
statement
to
33
remove
unauthorized
use
information
from
a
registered
filing
34
under
section
501.105E
constitutes
final
agency
action.
A
35
-34-
LSB
1713XS
(2)
91
da/jh
34/
50
S.F.
479
cooperative
may
appeal
the
action,
within
thirty
days
after
1
the
secretary
of
state
delivers
to
the
cooperative
the
notice
2
of
the
statement
or
alternatively
publishes
the
notice
on
its
3
internet
site.
The
appeal
shall
be
heard
by
the
district
court
4
for
the
county
in
which
the
principal
office
of
the
cooperative
5
is
located
or,
if
none
is
located
in
this
state,
for
the
county
6
in
which
its
registered
office
is
or
will
be
located.
The
7
appeal
is
commenced
by
petitioning
the
court
to
terminate
the
8
statement
and
restore
the
removed
information.
A
copy
of
the
9
statement
shall
be
attached
to
the
petition.
10
2.
The
court
may
summarily
deny
the
petition,
order
the
11
secretary
of
state
to
terminate
the
statement
and
restore
the
12
removed
information,
or
take
other
action
the
court
considers
13
appropriate.
14
3.
The
court’s
final
decision
may
be
appealed
as
in
other
15
civil
proceedings.
16
Sec.
62.
NEW
SECTION
.
501.106A
Service
of
process
by
17
secretary
of
state
——
removal
of
unauthorized
use
information.
18
If
the
secretary
of
state’s
removal
of
unauthorized
use
19
information
from
a
registered
filing
would
prohibit
a
person
20
from
serving
any
process,
notice,
or
demand
required
or
21
permitted
by
law,
the
cooperative,
or
foreign
cooperative,
22
shall
be
deemed
to
have
failed
to
appoint
or
maintain
a
23
registered
agent
or
maintain
a
registered
office.
Until
the
24
registered
agent
or
registered
office
is
changed
as
provided
25
in
section
501.106,
the
secretary
of
state
shall
act
as
the
26
registered
agent,
and
the
office
of
secretary
of
state
shall
27
act
as
the
registered
office,
for
the
cooperative
or
foreign
28
cooperative.
29
DIVISION
VIII
30
DOCUMENT
FILINGS
——
COOPERATIVES
31
Sec.
63.
Section
501A.202,
Code
2025,
is
amended
by
adding
32
the
following
new
subsection:
33
NEW
SUBSECTION
.
2A.
a.
The
secretary
of
state
shall
34
refuse
to
file
a
document,
if
the
secretary
of
state
reasonably
35
-35-
LSB
1713XS
(2)
91
da/jh
35/
50
S.F.
479
determines
that
any
of
the
following
may
apply:
1
(1)
The
document
is
materially
false
or
fraudulent.
2
(2)
The
document
may
be
used
to
accomplish
a
fraudulent,
3
criminal,
or
otherwise
unlawful
purpose.
4
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
5
of
state
to
inspect,
evaluate,
or
investigate
a
document
that
6
is
presented
for
filing.
7
Sec.
64.
Section
501A.202,
subsection
4,
Code
2025,
is
8
amended
to
read
as
follows:
9
4.
a.
The
secretary’s
duty
to
file
documents
under
this
10
section
is
ministerial.
Filing
or
refusing
to
file
a
document
11
does
not
do
any
of
the
following:
12
a.
(1)
Affect
the
validity
or
invalidity
of
the
document
in
13
whole
or
in
part.
14
b.
(2)
Relate
to
the
correctness
or
incorrectness
of
15
information
contained
in
the
document.
16
c.
(3)
Create
a
presumption
that
the
document
is
valid
17
or
invalid
or
that
information
contained
in
the
document
is
18
correct
or
incorrect.
19
b.
Paragraph
“a”
does
not
apply
to
the
secretary
of
state’s
20
refusal
to
file
a
record
under
subsection
2A.
21
Sec.
65.
NEW
SECTION
.
501A.202A
Registered
filing
——
22
general.
23
1.
As
used
in
sections
501A.202B
through
501A.202E,
24
“registered
filing”
means
a
document
that
includes
identifying
25
information
regarding
a
registered
agent,
registered
office,
or
26
principal
office
including
as
provided
or
described
in
sections
27
501A.221,
501A.222,
501A.231,
and
501A.504.
28
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
29
of
state
deems
necessary
or
desirable
to
administer
this
30
section,
and
sections
501A.202B
through
501A.202E.
31
3.
The
secretary
of
state
shall
produce
and
publish
one
32
or
more
forms
as
the
secretary
of
state
deems
necessary
or
33
desirable
to
administer
this
section,
and
sections
501A.202B
34
through
501A.202E.
35
-36-
LSB
1713XS
(2)
91
da/jh
36/
50
S.F.
479
4.
This
section,
and
sections
501A.202B
through
501A.202E,
1
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
2
evaluate,
or
investigate
a
record
that
is
presented
for
filing
3
until
the
record
is
identified
in
a
notarized
affidavit
to
4
remove
unauthorized
use
information
delivered
to
the
secretary
5
of
state.
6
Sec.
66.
NEW
SECTION
.
501A.202B
Registered
filing
——
7
notarized
affidavit.
8
1.
The
secretary
of
state
shall
conduct
an
administrative
9
review
of
a
notarized
affidavit
to
remove
unauthorized
use
10
information
from
a
registered
filing.
The
affiant
shall
swear
11
to
all
of
the
following:
12
a.
The
registered
filing
contains
information
identifying
13
any
of
the
following:
14
(1)
The
affiant
as
a
registered
agent.
15
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
16
a
registered
agent,
registered
office,
or
principal
office.
17
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
18
mail
address
of
a
registered
agent,
registered
office,
or
19
principal
office.
20
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
21
authorized
the
use
of
information
described
in
paragraph
“a”
.
22
2.
A
notarized
affidavit
for
unauthorized
use
information
23
must
include
facts
required
by
the
secretary
of
state
including
24
all
of
the
following:
25
a.
Information
identifying
the
affiant,
which
shall
at
least
26
include
all
of
the
following:
27
(1)
The
affiant’s
legal
name.
28
(2)
The
affiant’s
mailing
address,
and
electronic
mail
29
address,
if
any.
30
b.
Information
in
the
registered
filing
alleged
to
31
include
unauthorized
use
of
information,
including
all
of
the
32
following:
33
(1)
The
legal
name
of
the
cooperative
or
foreign
cooperative
34
subject
to
section
501A.301.
35
-37-
LSB
1713XS
(2)
91
da/jh
37/
50
S.F.
479
(2)
The
number
assigned
by
the
secretary
of
state
to
the
1
registered
filing
that
includes
alleged
unauthorized
use
2
information.
3
(3)
A
description
of
the
alleged
unauthorized
use
4
information.
5
Sec.
67.
NEW
SECTION
.
501A.202C
Registered
filing
——
6
notarized
affidavit
and
filed
statement.
7
1.
a.
The
secretary
of
state
shall
reject
a
notarized
8
affidavit
to
remove
unauthorized
use
information
from
a
9
registered
filing,
if
the
secretary
of
state
reasonably
10
determines
that
any
of
the
following
apply:
11
(1)
The
notarized
affidavit
is
illegible,
incomplete,
12
misleading,
or
includes
factual
errors.
13
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
14
defraud
a
person,
including
the
filer
of
the
document
or
a
15
person
named
in
the
filed
document.
16
b.
The
secretary
of
state’s
rejection
of
a
notarized
17
affidavit
to
remove
unauthorized
use
information
under
18
paragraph
“a”
constitutes
final
agency
action
without
further
19
judicial
review
under
section
17A.19.
20
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
21
remove
unauthorized
use
information
if
the
secretary
of
state
22
determines
that
the
allegations
in
the
notarized
affidavit
23
for
unauthorized
use
information
are
true.
Upon
filing
the
24
statement
the
secretary
of
state
shall
do
all
of
the
following:
25
a.
Remove
unauthorized
use
information
from
the
registered
26
filings.
27
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
28
unauthorized
use
information
to
the
cooperative
association.
29
The
notice
shall
do
the
following:
30
(a)
Identify
the
unauthorized
use
information
included
in
31
the
registered
filings.
32
(b)
State
the
consequences
of
not
complying
with
the
33
requirements
of
the
relevant
registered
filing
statutes.
34
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
35
-38-
LSB
1713XS
(2)
91
da/jh
38/
50
S.F.
479
for
service
of
process
in
this
state.
1
(d)
State
that
the
filing
of
the
statement
may
be
grounds
2
for
administrative
dissolution
as
provided
in
section
3
501A.1210.
4
(2)
If
the
secretary
of
state
determines
that
it
is
not
5
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
6
publish
the
notice
on
its
internet
site.
7
3.
The
secretary
of
state
may
allow
a
cooperative
8
association
to
correct
a
registered
filing,
if
the
secretary
9
of
state
determines
that
the
unauthorized
use
information
was
10
mistakenly
included
in
the
registered
filing.
11
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
12
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
13
unauthorized
use
information,
filing
a
statement
to
remove
14
unauthorized
use
information,
or
for
removing
unauthorized
use
15
information
from
any
registered
filing.
16
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
17
a
registered
filing
that
includes
unauthorized
use
information
18
that
has
been
removed
as
unauthorized
use
information.
19
5.
The
secretary
of
state
may
act
as
an
agent
of
the
20
cooperative
or
foreign
cooperative,
and
the
office
of
secretary
21
of
state
may
act
as
a
registered
office
for
the
corporation,
as
22
provided
in
section
501A.403A.
23
Sec.
68.
NEW
SECTION
.
501A.202D
Registered
filing
——
24
appeal.
25
1.
The
secretary
of
state’s
filing
of
a
statement
to
26
remove
unauthorized
use
information
from
a
registered
filing
27
under
section
501A.202C
constitutes
final
agency
action.
A
28
cooperative
may
appeal
the
action,
within
thirty
days
after
29
the
secretary
of
state
delivers
to
the
cooperative
or
foreign
30
cooperative
the
notice
of
the
statement
or
alternatively
31
publishes
the
notice
on
its
internet
site.
The
appeal
shall
32
be
heard
by
the
district
court
for
the
county
in
which
the
33
principal
office
of
the
cooperative
is
located
or,
if
none
is
34
located
in
this
state,
for
the
county
in
which
its
registered
35
-39-
LSB
1713XS
(2)
91
da/jh
39/
50
S.F.
479
office
is
or
will
be
located.
The
appeal
is
commenced
by
1
petitioning
the
court
to
terminate
the
statement
and
restore
2
the
removed
information.
A
copy
of
the
statement
shall
be
3
attached
to
the
petition.
4
2.
The
court
may
summarily
deny
the
petition,
order
the
5
secretary
of
state
to
terminate
the
statement
and
restore
the
6
removed
information,
or
take
other
action
the
court
considers
7
appropriate.
8
3.
The
court’s
final
decision
may
be
appealed
as
in
other
9
civil
proceedings.
10
Sec.
69.
Section
501A.204,
Code
2025,
is
amended
by
adding
11
the
following
new
subsection:
12
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
provide
a
13
separate
procedure
for
correcting
an
incorrect
statement
in
a
14
registered
filing
that
has
been
removed
by
the
secretary
of
15
state
pursuant
to
section
501A.202C.
16
Sec.
70.
NEW
SECTION
.
501A.403A
Service
of
process
by
17
secretary
of
state
——
removal
of
unauthorized
use
information.
18
If
the
secretary
of
state’s
removal
of
unauthorized
use
19
information
from
a
registered
filing
would
prohibit
a
person
20
from
serving
any
process,
notice,
or
demand
required
or
21
permitted
by
law,
the
cooperative,
or
foreign
cooperative,
22
shall
be
deemed
to
have
failed
to
appoint
or
maintain
a
23
registered
agent
or
maintain
a
registered
office.
Until
the
24
registered
agent
or
registered
office
is
changed
as
provided
25
in
section
501A.402,
the
secretary
of
state
shall
act
as
the
26
registered
agent,
and
the
office
of
secretary
of
state
shall
27
act
as
the
registered
office,
for
the
cooperative
or
foreign
28
cooperative.
29
DIVISION
IX
30
DOCUMENT
FILINGS
——
NONPROFIT
CORPORATIONS
31
Sec.
71.
Section
504.115,
Code
2025,
is
amended
by
adding
32
the
following
new
subsection:
33
NEW
SUBSECTION
.
4.
The
secretary
of
state
may
provide
a
34
separate
procedure
for
correcting
an
incorrect
statement
in
a
35
-40-
LSB
1713XS
(2)
91
da/jh
40/
50
S.F.
479
registered
filing
that
has
been
removed
by
the
secretary
of
1
state
pursuant
to
section
504.117C.
2
Sec.
72.
Section
504.116,
Code
2025,
is
amended
by
adding
3
the
following
new
subsection:
4
NEW
SUBSECTION
.
2A.
a.
The
secretary
of
state
shall
5
refuse
to
file
a
document,
if
the
secretary
of
state
reasonably
6
determines
that
any
of
the
following
may
apply:
7
(1)
The
document
is
materially
false
or
fraudulent.
8
(2)
The
document
may
be
used
to
accomplish
a
fraudulent,
9
criminal,
or
otherwise
unlawful
purpose.
10
b.
Paragraph
“a”
does
not
create
a
duty
upon
the
secretary
11
of
state
to
inspect,
evaluate,
or
investigate
a
document
that
12
is
presented
for
filing.
13
Sec.
73.
NEW
SECTION
.
504.117A
Registered
filing
——
14
general.
15
1.
As
used
in
sections
504.117B
through
504.117D,
16
“registered
filing”
means
a
document
that
includes
identifying
17
information
regarding
a
registered
agent,
registered
office,
or
18
principal
office
including
as
provided
or
described
in
sections
19
504.502,
504.503,
504.1002,
504.1503,
504.1508,
504.1509,
20
504.1521,
and
504.1613.
21
2.
The
secretary
of
state
shall
adopt
rules
as
the
secretary
22
of
state
deems
necessary
or
desirable
to
administer
this
23
section,
and
sections
504.117B
through
504.117D.
24
3.
The
secretary
of
state
shall
produce
and
publish
one
25
or
more
forms
as
the
secretary
of
state
deems
necessary
or
26
desirable
to
administer
this
section,
and
sections
504.117B
27
through
504.117D.
28
4.
This
section,
and
sections
504.117B
through
504.177D,
29
do
not
create
a
duty
upon
the
secretary
of
state
to
inspect,
30
evaluate,
or
investigate
a
record
that
is
presented
for
filing
31
until
the
record
is
identified
in
a
notarized
affidavit
to
32
remove
unauthorized
use
information
delivered
to
the
secretary
33
of
state.
34
Sec.
74.
NEW
SECTION
.
504.117B
Registered
filing
——
35
-41-
LSB
1713XS
(2)
91
da/jh
41/
50
S.F.
479
notarized
affidavit.
1
1.
The
secretary
of
state
shall
conduct
an
administrative
2
review
of
a
notarized
affidavit
to
remove
unauthorized
use
3
information
from
a
registered
filing.
The
affiant
shall
swear
4
to
all
of
the
following:
5
a.
The
registered
filing
contains
information
identifying
6
any
of
the
following:
7
(1)
The
affiant
as
a
registered
agent.
8
(2)
The
affiant’s
mailing
address
as
the
mailing
address
of
9
a
registered
agent,
registered
office,
or
principal
office.
10
(3)
The
affiant’s
electronic
mail
address
as
the
electronic
11
mail
address
of
a
registered
agent,
registered
office,
or
12
principal
office.
13
b.
Neither
the
affiant,
nor
an
agent
of
the
affiant,
has
14
authorized
the
use
of
information
described
in
paragraph
“a”
.
15
2.
A
notarized
affidavit
for
unauthorized
use
information
16
must
include
facts
required
by
the
secretary
of
state
including
17
all
of
the
following:
18
a.
Information
identifying
the
affiant,
which
shall
at
least
19
include
all
of
the
following:
20
(1)
The
affiant’s
legal
name.
21
(2)
The
affiant’s
mailing
address,
and
electronic
mail
22
address,
if
any.
23
b.
Information
in
the
registered
filing
alleged
to
24
include
unauthorized
use
of
information,
including
all
of
the
25
following:
26
(1)
The
legal
name
of
the
corporation
or
foreign
27
corporation,
subject
to
sections
504.401,
504.402,
504.403,
and
28
504.1506.
29
(2)
The
number
assigned
by
the
secretary
of
state
to
the
30
registered
filing
that
includes
alleged
unauthorized
use
31
information.
32
(3)
A
description
of
the
alleged
unauthorized
use
33
information.
34
Sec.
75.
NEW
SECTION
.
504.117C
Registered
filing
——
35
-42-
LSB
1713XS
(2)
91
da/jh
42/
50
S.F.
479
notarized
affidavit
and
filed
statement.
1
1.
a.
The
secretary
of
state
shall
reject
a
notarized
2
affidavit
to
remove
unauthorized
use
information
from
a
3
registered
filing,
if
the
secretary
of
state
reasonably
4
determines
that
any
of
the
following
apply:
5
(1)
The
notarized
affidavit
is
illegible,
incomplete,
6
misleading,
or
includes
factual
errors.
7
(2)
The
notarized
affidavit’s
purpose
is
to
harass
or
8
defraud
a
person,
including
the
filer
of
the
document
or
a
9
person
named
in
the
filed
document.
10
b.
The
secretary
of
state’s
rejection
of
a
notarized
11
affidavit
to
remove
unauthorized
use
information
under
12
paragraph
“a”
constitutes
final
agency
action
without
further
13
judicial
review
under
section
17A.19.
14
2.
The
secretary
of
state
shall
promptly
file
a
statement
to
15
remove
unauthorized
use
information
if
the
secretary
of
state
16
determines
that
the
allegations
in
the
notarized
affidavit
17
for
unauthorized
use
information
are
true.
Upon
filing
the
18
statement
the
secretary
of
state
shall
do
all
of
the
following:
19
a.
Remove
unauthorized
use
information
from
the
registered
20
filings.
21
b.
(1)
Deliver
a
notice
of
the
statement
to
remove
22
unauthorized
use
information
to
the
corporation.
The
notice
23
shall
do
the
following:
24
(a)
Identify
the
unauthorized
use
information
included
in
25
the
registered
filings.
26
(b)
State
the
consequences
of
not
complying
with
the
27
requirements
of
the
relevant
registered
filing
statutes.
28
(c)
State
that
the
secretary
of
state
may
act
as
the
agent
29
for
service
of
process
in
this
state.
30
(d)
State
that
the
filing
of
the
statement
may
be
grounds
31
for
administrative
dissolution
as
provided
in
section
504.1421.
32
(2)
If
the
secretary
of
state
determines
that
it
is
not
33
feasible
to
deliver
the
statement,
the
secretary
of
state
shall
34
publish
the
notice
on
its
internet
site.
35
-43-
LSB
1713XS
(2)
91
da/jh
43/
50
S.F.
479
3.
The
secretary
of
state
may
allow
a
corporation
to
correct
1
a
registered
filing,
if
the
secretary
determines
that
the
2
unauthorized
use
information
was
mistakenly
included
in
the
3
registered
filing.
4
4.
a.
The
secretary
of
state
shall
not
charge
a
fee
5
for
accepting
or
reviewing
a
notarized
affidavit
to
remove
6
unauthorized
use
information,
filing
a
statement
to
remove
7
unauthorized
use
information,
or
for
removing
unauthorized
use
8
information
from
any
registered
filing.
9
b.
The
secretary
of
state
shall
not
return
any
fee
paid
for
10
a
registered
filing
that
includes
unauthorized
use
information
11
that
has
been
removed
as
unauthorized
use
information.
12
5.
The
secretary
of
state
may
act
as
an
agent
of
the
13
corporation
or
foreign
corporation,
and
the
office
of
secretary
14
of
state
may
act
as
a
registered
office
for
the
corporation,
as
15
provided
in
section
504.504A.
16
Sec.
76.
NEW
SECTION
.
504.117D
Registered
filing
——
appeal.
17
1.
The
secretary
of
state’s
filing
of
a
statement
to
18
remove
unauthorized
use
information
from
a
registered
filing
19
under
section
504.117C
constitutes
final
agency
action.
A
20
corporation
may
appeal
the
action,
within
thirty
days
after
21
the
secretary
of
state
delivers
to
the
corporation
the
notice
22
of
the
statement
or
alternatively
publishes
the
notice
on
its
23
internet
site.
The
appeal
shall
be
heard
by
the
district
court
24
for
the
county
in
which
the
principal
office
of
the
corporation
25
is
located
or,
if
none
is
located
in
this
state,
for
the
county
26
in
which
its
registered
office
is
or
will
be
located.
The
27
appeal
is
commenced
by
petitioning
the
court
to
terminate
the
28
statement
and
restore
the
removed
information.
A
copy
of
the
29
statement
shall
be
attached
to
the
petition.
30
2.
The
court
may
summarily
deny
the
petition,
order
the
31
secretary
of
state
to
terminate
the
statement
and
restore
the
32
removed
information,
or
take
other
action
the
court
considers
33
appropriate.
34
3.
The
court’s
final
decision
may
be
appealed
as
in
other
35
-44-
LSB
1713XS
(2)
91
da/jh
44/
50
S.F.
479
civil
proceedings.
1
Sec.
77.
Section
504.401,
subsection
2,
paragraph
a,
Code
2
2025,
is
amended
to
read
as
follows:
3
a.
The
corporate
name
of
any
other
nonprofit
or
business
4
corporation
incorporated
or
authorized
to
do
transact
business
5
in
this
state.
6
Sec.
78.
Section
504.401,
subsection
4,
unnumbered
7
paragraph
1,
Code
2025,
is
amended
to
read
as
follows:
8
A
corporation
may
use
the
name,
including
the
fictitious
9
name,
of
another
domestic
or
foreign
business
or
nonprofit
10
corporation
that
is
being
used
in
this
state
if
the
other
11
corporation
is
incorporated
or
authorized
to
do
transact
12
business
in
this
state
and
the
proposed
user
corporation
13
submits
documentation
to
the
satisfaction
of
the
secretary
of
14
state
establishing
any
of
the
following
conditions:
15
Sec.
79.
Section
504.403,
subsection
1,
paragraph
a,
Code
16
2025,
is
amended
to
read
as
follows:
17
a.
The
corporate
name
of
a
nonprofit
or
business
corporation
18
incorporated
or
authorized
to
do
transact
business
in
this
19
state.
20
Sec.
80.
NEW
SECTION
.
504.504A
Service
of
process
by
21
secretary
of
state
——
removal
of
unauthorized
use
information.
22
If
the
secretary
of
state’s
removal
of
unauthorized
use
23
information
from
under
section
504.117C
would
prohibit
a
24
person
from
serving
any
process,
notice,
or
demand
required
or
25
permitted
by
law,
the
corporation
or
foreign
corporation
shall
26
be
deemed
to
have
failed
to
appoint
or
maintain
a
registered
27
agent
or
maintain
a
registered
office.
Until
the
registered
28
agent
or
registered
office
is
changed
as
provided
in
section
29
504.502,
the
secretary
of
state
shall
act
as
the
registered
30
agent,
and
the
secretary
of
state’s
office
shall
act
as
the
31
registered
office,
for
the
corporation
or
foreign
corporation.
32
Sec.
81.
Section
504.1521,
subsection
2,
paragraph
c,
Code
33
2025,
is
amended
to
read
as
follows:
34
c.
That
it
revokes
the
authority
of
its
registered
agent
35
-45-
LSB
1713XS
(2)
91
da/jh
45/
50
S.F.
479
to
accept
service
on
its
behalf
and
appoints
the
secretary
of
1
state
as
its
agent
for
service
of
process
in
any
proceeding
2
based
on
a
cause
of
action
arising
during
the
time
it
was
3
authorized
to
do
transact
business
in
this
state.
4
EXPLANATION
5
The
inclusion
of
this
explanation
does
not
constitute
agreement
with
6
the
explanation’s
substance
by
the
members
of
the
general
assembly.
7
GENERAL.
This
bill
amends
current
and
enacts
new
8
provisions
relating
to
a
number
of
different
types
of
business
9
organizations
(entities)
existing
on
a
for-profit,
cooperative,
10
or
nonprofit
basis.
An
entity
may
be
formed
in
this
state
as
11
a
domestic
entity
or
formed
in
another
jurisdiction
and
doing
12
business
in
this
state
as
a
foreign
entity.
Generally,
an
13
entity
is
recognized
as
a
person
operating
in
this
state
with
14
each
type
of
entity
governed
under
its
own
Code
chapter.
The
15
relevant
chapters,
other
than
for
cooperative
associations,
16
are
based
on
model
legislation
prepared
by
the
American
bar
17
association.
18
BACKGROUND
——
ORGANIZATION.
The
bill
is
comprised
of
a
19
number
of
divisions,
including
a
division
amending
a
chapter
20
establishing
the
office
of
secretary
of
state
(SOS)
and
vesting
21
the
SOS
with
powers
and
duties
(Code
chapter
9).
The
other
22
divisions
address
specific
types
of
entities.
A
profit
entity
23
includes
either
a
partnership,
including
a
limited
liability
24
partnership,
or
a
foreign
limited
liability
partnership
(Code
25
chapter
486A);
either
a
limited
partnership,
including
a
26
limited
liability
limited
partnership,
or
a
foreign
limited
27
partnership,
including
a
foreign
limited
liability
limited
28
partnership
(Code
chapter
488);
either
a
limited
liability
29
company,
including
a
professional
limited
liability
company,
30
or
a
registered
foreign
limited
liability
company
(Code
31
chapter
489);
either
a
corporation
or
foreign
corporation
(Code
32
chapter
490),
including
a
professional
corporation
or
foreign
33
professional
corporation
(Code
chapter
(496C).
An
entity
34
formed
on
a
cooperative
basis
includes
either
an
association,
35
-46-
LSB
1713XS
(2)
91
da/jh
46/
50
S.F.
479
foreign
association
(Code
chapter
499),
or
a
cooperative
1
association
(Code
chapter
501);
and
either
a
cooperative
or
2
foreign
cooperative
(Code
chapter
501A).
An
entity
organized
on
3
a
nonprofit
basis
includes
either
a
corporation
or
a
foreign
4
corporation
(Code
chapter
504).
5
BACKGROUND
——
OPERATIONS.
Each
type
of
entity
recognizes
6
one
or
more
executives
making
managerial
decisions
and
equity
7
holders,
many
of
whom
are
voters
making
fundamental
decisions
8
affecting
the
entity.
Depending
upon
an
entity’s
type,
an
9
executive
may
be
referred
to
as
a
partner
(Code
chapter
486A),
10
general
partner
(Code
chapter
486A
or
488),
manager
(Code
11
chapter
489),
or
director
(Code
chapter
490,
499,
501,
501A,
or
12
504).
An
equity
holder
may
be
referred
to
as
a
partner
(Code
13
chapter
486A),
limited
partner
(Code
chapter
486A
or
488),
14
shareholder
(Code
chapter
490),
or
member
(Code
chapter
489,
15
499,
501,
501A,
or
504).
Generally,
an
entity’s
executives
and
16
equity
holders
are
shielded
from
personal
liability
for
actions
17
attributable
to
the
entity.
The
entity
and
its
equity
holders
18
may
also
be
subject
to
special
tax
treatment.
19
BACKGROUND
——
DOCUMENTS.
Each
entity
is
placed
under
the
20
general
authority
of
the
SOS
and
in
order
to
be
recognized
or
21
authorized
to
carry
out
certain
functions
in
this
state,
an
22
entity
must
file
a
number
of
designated
documents
(referred
to
23
as
records
in
Code
chapters
488
and
489).
The
SOS’s
function
24
is
to
file
a
document
as
a
ministerial
act
(Code
sections
25
486A.1205,
488.206,
489.210,
490.125,
501A.202,
and
504.116).
26
Two
Code
chapters
do
not
so
prescribe
the
SOS’s
authority
27
when
filing
a
document
(Code
chapters
499
and
501).
A
number
28
of
Code
chapters
do
provide
that
the
SOS
may
refuse
to
file
29
a
document
submitted
by
an
entity
(Code
sections
486A.1205,
30
488.206,
489.210,
490.125,
501A.202,
and
504.116).
Two
Code
31
chapters
do
not
provide
the
SOS
with
that
authority
(Code
32
chapters
499
and
501).
Other
Code
chapters
that
provide
33
the
SOS
authority
to
refuse
a
filing
provide
that
an
entity
34
may
appeal
the
SOS
decision
with
the
district
court
(Code
35
-47-
LSB
1713XS
(2)
91
da/jh
47/
50
S.F.
479
sections
486A.1206,
489.210,
490.126,
501A.207,
and
504.117).
1
One
chapter
provides
for
the
right
by
the
SOS
to
refuse
a
2
filing
but
not
a
right
of
appeal
(Code
chapter
488).
Two
Code
3
chapters
provide
for
neither
a
right
by
the
SOS
to
refuse
a
4
filing
nor
consequently
the
right
of
appeal
by
the
entity
(Code
5
chapters
499
and
501).
6
BACKGROUND
——
REGISTERED
FILINGS.
Each
entity
must
file
7
with
the
SOS
certain
documents
referred
to
in
the
bill
as
a
8
registered
filing
that
includes
the
name
and
address
of
a
9
registered
agent
and
registered
office
for
acceptance
of
legal
10
notices
including
service
of
process
(Code
sections
486A.1211,
11
488.114,
489.115,
490.501,
499.72,
501.106,
501A.401,
and
12
504.501)
in
addition
to
a
registered
agent
and
registered
13
office,
the
registered
filing
must
include
the
entity’s
14
principal
(or
executive)
office.
The
failure
to
keep
current
15
registered
filing
is
grounds
for
administrative
dissolution
16
(Code
sections
488.809,
489.708,
490.1420,
499.76,
501.811,
and
17
504.1421).
Generally,
a
filer
who
has
included
an
incorrect
18
statement
in
a
filed
document
may
correct
the
statement
19
(Code
sections
486A.1204,
488.207,
489.209,
490.124,
501.105,
20
501A.204,
and
504.115).
21
BILL’S
PROVISIONS
——
SECRETARY
OF
STATE’S
AUTHORITY
TO
22
FILE
DOCUMENTS.
The
bill
makes
changes
to
each
of
the
Code
23
chapters
beginning
with
Code
chapter
9
by
amending
provisions
24
by
correcting
citations
or
enhancing
readability.
25
BILL’S
PROVISIONS
——
REFUSAL
TO
FILE
A
DOCUMENT.
The
bill
26
provides
that
when
filing
a
document
by
an
association
or
27
foreign
association
under
Code
chapter
499
or
a
cooperative
28
under
Code
chapter
501,
the
entity
and
SOS
are
subject
to
29
the
same
filing
requirements
as
other
entities.
Under
the
30
bill,
the
SOS’s
filing
of
a
document
is
also
ministerial
31
(Code
sections
499.44
and
501.105).
The
bill
provides
that
32
the
SOS
may
refuse
to
file
such
a
document
(Code
sections
33
499.44
and
501.105).
The
bill
provides
an
appeal
process
34
from
a
decision
by
the
SOS
not
to
file
a
document
submitted
35
-48-
LSB
1713XS
(2)
91
da/jh
48/
50
S.F.
479
by
a
limited
partnership
or
foreign
limited
partnership
(Code
1
section
488.206B),
an
association
(Code
section
499.44B),
or
2
a
cooperative
(Code
section
501.105B).
The
bill
includes
a
3
number
of
new
provisions
applicable
to
all
entities,
including
4
a
requirement
that
the
SOS
must
refuse
to
file
a
document,
5
if
the
SOS
determines
that
the
document
is
materially
false
6
or
fraudulent
or
the
document
may
be
used
to
accomplish
a
7
fraudulent,
criminal,
or
otherwise
unlawful
purpose
(Code
8
sections
486A.1205,
488.206,
489.210,
490.125,
499.44,
501.105,
9
501A.202,
and
504.116).
10
BILL’S
PROVISIONS
——
NOTARIZED
AFFIDAVIT
TO
REMOVE
11
UNAUTHORIZED
USE
INFORMATION
FROM
A
REGISTERED
FILING.
12
The
bill
provides
for
unauthorized
use
information
that
13
misidentifies
a
registered
agent,
registered
office,
or
14
principle
office
in
a
registered
filing
(Code
sections
15
486A.1206B,
488.206C,
489.210B,
490.126B,
499.44D,
501.105D,
16
501A.202B,
and
504.117B).
A
person
whose
information
has
17
been
misidentified
in
a
registered
filing
may
submit
to
the
18
SOS
a
notarized
affidavit
to
remove
such
information
from
19
a
registered
filing
(affidavit).
The
SOS
must
conduct
an
20
administrative
review
of
the
affidavit
to
determine
the
21
whether
an
asserted
allegation
is
true.
The
SOS
may
reject
an
22
affidavit
after
determining
that
it
is
illegible,
incomplete,
23
misleading,
or
includes
factual
errors;
or
its
purpose
is
to
24
defraud
or
harass
a
person,
including
the
filer.
25
BILL’S
PROVISIONS
——
STATEMENT
TO
REMOVE
UNAUTHORIZED
USE
26
INFORMATION
FROM
A
REGISTERED
FILING.
If
the
SOS
determines
27
that
an
allegation
of
an
affidavit
is
true,
the
SOS
must
file
a
28
statement
to
remove
unauthorized
use
information
(statement)
29
and
must
then
remove
the
unauthorized
use
information
from
30
the
registered
filings
(Code
sections
486A.1206C,
488.206D,
31
489.210C,
490.126C,
499.44E,
501.105E,
501A.202C,
and
32
504.117C).
The
SOS
must
also
deliver
a
notice
of
the
statement
33
to
the
entity
explaining
what
information
was
removed
and
why
34
it
was
removed.
The
SOS
may
allow
the
entity
to
correct
the
35
-49-
LSB
1713XS
(2)
91
da/jh
49/
50
S.F.
479
registered
filing.
The
SOS
is
prohibited
from
charging
a
fee
1
for
accepting
or
reviewing
an
affidavit,
filing
a
statement,
2
or
removing
unauthorized
use
information
from
any
registered
3
filing.
The
SOS
cannot
return
a
fee
paid
for
a
registered
4
filing.
The
SOS
may
act
as
an
agent
of
the
entity
and
the
5
office
of
the
SOS
may
act
as
the
registered
office
of
the
6
entity.
7
BILL’S
PROVISIONS
——
STATEMENT
TO
REMOVE
UNAUTHORIZED
USE
8
INFORMATION
FROM
A
REGISTERED
FILING
——
REGISTERED
AGENT
AND
9
OFFICE.
If
the
SOS’s
removal
of
unauthorized
use
information
10
from
a
registered
filing
would
prohibit
a
person
from
serving
11
any
process,
notice,
or
demand
required
or
permitted
by
12
law,
the
SOS
acts
as
the
registered
agent,
and
the
SOS’s
13
office
acts
as
the
registered
office
for
the
entity
until
the
14
registered
agent
or
registered
office
is
changed
(Code
sections
15
486A.1214A,
488.117B,
489.119A,
490.504A,
499.75A,
501.106A,
16
501A.403A,
and
504.504A).
17
BILL’S
PROVISIONS
——
APPEAL
OF
STATEMENT
TO
REMOVE
18
UNAUTHORIZED
USE
INFORMATION
FROM
A
REGISTERED
FILING.
An
19
entity
is
entitled
to
appeal
a
decision
by
the
SOS
to
file
20
a
statement
removing
unauthorized
use
information
from
a
21
registered
filing
in
a
similar
manner
as
an
entity
may
appeal
a
22
decision
by
the
SOS
refusing
to
file
a
document
(Code
sections
23
486A.1206D,
488.206E,
489.210D,
490.126D,
499.44F,
501.105F,
24
501A.202D,
and
504.117D).
25
-50-
LSB
1713XS
(2)
91
da/jh
50/
50